Micro Capital Investors, Inc. v. Broyhill Furniture Industries, Inc.

728 S.E.2d 376 (2012)

Purchase the Printed Copy at bsmsphd.com

Nature of the Case

To access this section all you need to do is click here and register.

Facts

The Harper Plant, occupies approximately 333,677 square feet. The Harper Warehouse shares a wall with the Harper Plant but is much smaller, occupying approximately 80,000 square feet. The Plant and Warehouse share a heating system. Two wood-burning boilers generated heat for both the Plant and the Warehouse using wood waste, a byproduct of the furniture manufacturing process. The boilers are located in the Plant and send steam to pipes and radiators in the Warehouse. They also provide the steam energy needed to operate the equipment used to manufacture furniture in the Plant. Woodsmiths sought to buy the Harper Plant from Broyhill (D). The Whittier Group, Inc. (Whittier) would purchase the Plant's machinery and equipment and Micro (P) would purchase the Plant's real property. P then entered into a lease with Woodsmiths for the use of the Plant. Woodsmiths agreed to pay for all utilities, including heat. Woodsmiths also entered into a lease with Whittier for the use of the Plant equipment. Woodsmiths paid Whittier $40,000.00 per month for use of the equipment. D continued to occupy the Warehouse. In the terms, was a paragraph about heating the facilities. Buyer shall supply sufficient heat from the heating system in the Premises to adequately heat the Leased Warehouse from the date of Closing to the date Seller no longer continues to rent the Leased Warehouse. Buyer may charge Seller for one-fourth (1/4th) of the total heating bill for the Premises and the Leased Warehouse, subject to adjustment in the event either party's operations require more heat than currently anticipated. Buyer agrees to sign such further documents as Seller requires at Closing to evidence the agreement in this paragraph. D was not charged for heating the Warehouse until 25 February 2009, when Woodsmiths sent a letter to D seeking $384,342.00 to compensate Woodsmiths for ¼ of the heating expenses generated during the previous four winters (a total of $1,537,369.00). D paid $50,000.00 in response to this demand and offered to pay additional funds for heat when it received proof that heat was actually supplied to the Warehouse. P sent a second letter with an updated cost breakdown showing that D's share of Woodsmiths's heating expense was now $459,968.00. D refused to pay because it was never provided with sufficient documentation to support Woodsmiths's contention that heat was supplied to the Warehouse or the costs associated with generating that heat. P sued D for breach of contract. D moved for summary judgment, arguing that the agreement was unenforceable because the term 'total heating bill' was ambiguous and the parties had never reached an agreement about what elements would properly comprise the 'total heating bill.' P appeals from both the summary judgment order and the order denying its motion for leave to amend.