Poeppel v. Lester

827 N.W.2d 580 (2013)

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

P was the owner of a 25% voting interest in Coldwell Banker Lewis-Kirkeby-Hall Real Estate, Inc. (CBLKH). D approached P about purchasing the interest. Mel Dreyer approached Diana Hooper, another owner of a 25% voting interest in CBLKH, about Dreyer purchasing Hooper's 25% voting interest. The parties agreed to sell the stock for $500,000. The contract was a form that D received from Dreyer. Dreyer had used the form during his negotiations with Hooper. D then made changes to the contract and presented it to P for signature. The contract contained a clause that held that D received unfettered access to all the document and that P made no warranties and D’s decision was based upon D's own investigation and analysis and not the representations or inducements of P or P’s agents. D failed to attend the closing and did not pay. D notified P in a letter dated May 22, 2008 that he was unable to secure financing with the right structure for the purchase of the stock. Continued negotiations between the parties failed. P brought suit for breach of contract. D raised the defense that his consent to enter into the contract was obtained by fraud. D alleged that P failed to give him important financial information regarding the company; made a false claim about the income-producing ability of the shares of stock; and told Lester that the company held an exclusive franchise with Coldwell Banker. P moved for summary judgment. Each motion was denied. On the day before trial, the trial court concluded that the terms of the contract were unambiguous and that parol evidence as to financial documents was inadmissible. D stipulated to the breach of contract. The trial court entered judgment against for $250,000 plus prejudgment interests and costs. D appealed.