Prenger v. Baumhoer

939 S.W.2d 23 (1997)

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Nature of the Case

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Facts

D is the owner and operator of a service station and towing business. P approached D and discussions concerning a possible sale commenced in late 1994. P's initial offers were rejected. On March 6, 1995, the parties and their representatives met and the negotiations continued. Following discussion of several terms and conditions, D's attorney drafted a letter outlining a 'tentative agreement' for the sale of the Broadway Shell for $925,000 on April 1, 1995. Both parties signed the letter. The letter states in part: This letter is to confirm the tentative agreement between P and D regarding P's purchase of Broadway Wrecker Service and its related assets. This agreement is contingent upon P obtaining suitable financing. If P obtains suitable financing, the parties will proceed directly to develop a comprehensive written contract, including terms satisfactory to both sides, including further contingencies for the appraised value of the property and the results of environmental studies, to provide for the sale of the business. On March 29, 1995, D's attorney notified P that D had contracted to sell the Broadway Shell to a third party for $925,000 in cash. The next day, P's request for bank financing was approved and he orally notified D that he had obtained suitable financing. P sent a letter on April 1, 1995, informing D that he was ready to close the deal. D's attorney denied that D had any obligation to sell to P. P sued seeking injunctive relief and specific performance and also a claim of specific performance based on promissory estoppel. The court ruled for D. P appealed.