Farm Equipment Store, Inc.v. White Farm Equipment Company

596 N.E.2d 274 (1992)

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Nature of the Case

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Facts

Allied Products Corporation (Allied) manufactures farm machinery. It distributes these products through dealers. P executed a dealer agreement with Allied in February of 1986 and was an Allied dealer until June 1988. Before serving as a dealer for Allied, P was a dealer for D, a Delaware corporation that declared bankruptcy in 1985. In late 1985, Allied acquired certain assets from D in the bankruptcy proceeding, including the D line of tractors and field implements and the right to market those lines through a division of Allied. Allied acquired these assets from the bankruptcy estate free of any obligations D had to its dealers. After acquiring the D assets, Allied entered into new dealership agreements with certain of D's former dealers. Allied and P signed a dealer agreement in 1986. On June 14, 1988, Allied sent a letter to P terminating the dealer agreement without notice. After termination, P returned approximately $40,000.00 in repair parts it had purchased from Allied. P sought to return additional parts which it had not purchased from Allied. P valued these parts at approximately $210,000.00. Allied refused to accept the return of these parts. P filed suit against Allied alleging four claims. P filed an amended complaint alleging that the dealership agreement had been modified 'through a course of dealing' to require that Allied 'accept return of repair parts purchased by P from D's predecessors in title and interest.' The trial court granted partial summary judgment to Allied. P appeals the trial court's finding that there was no modification of the written dealership agreement as to the return of parts upon termination.