Jannusch v. Naffziger

883 N.E.2d 711 (2008)

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Nature of the Case

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Facts

Ds were interested in purchasing P's concession business. Ds met several times with Ps, and observed the business in operation. The assets of the business included a truck and servicing trailer and equipment such as refrigerators and freezers, roasters, chairs and tables, fountain service and signs and lighting equipment. Ps entered into an oral agreement to sell to business to Ds for $150,000. Ds would receive the truck and trailer, all necessary equipment, and the opportunity to work at event locations secured by Ps. Ds paid $10,000 immediately, with the balance to be paid when Ds received their loan money from the bank. Ds took possession the next day and operated the company for the remainder of the 2005 season. D testified that they paid the $10,000 for the right to continue to purchase the business because Ps had another interested buyer and Ds had not received any loan money from the bank and did not have an attorney. The following week, D consulted with an attorney regarding the legal aspects of buying and owning a business. She asked the attorney to prepare a contract for the purchase. The bank approved Ds for a loan. D admitted taking possession of Festival Foods, receiving the income from the business, purchasing inventory, replacing equipment, paying taxes on the business and paying employees. Ds operated six events and two days after the business season ended, Ds returned Festival Foods to the storage facility where it had been stored by P. P attempted to sell Festival Foods but was unsuccessful. D testified one of the reasons Ds returned Festival Foods was because the income from the events they operated was lower than expected. D stated P specifically asked Ds to run certain events for him, and he ran the events where he was present. D testified P asked for the trailer back, stating he needed it 'so he could make money on it for the end of the year,' and that P stated he did not have money to buy back the inventory. The trial court held that the UCC applied. It found there was a contract formed but that the evidence was insufficient to establish by a preponderance of the evidence that there was a meeting of the minds as to what that agreement was. P appealed.