Wooster Republican Printing Company v. Channel

Facts

P is a closely-held family corporation which owns and operates daily and weekly newspapers, radio stations, and a commercial printing business. D is a closely-held Missouri corporation which owns and operates a UHF television station in Columbia, Missouri, as an ABC network affiliate under the call letters, 'KCBJ-TV.' P sued D to enforce an alleged contract 'to sell the assets, property, and business of D, excluding bank accounts, cash-on-hand, and accounts receivable.' P filed this action Alleging the uniqueness of the business of Channel Seventeen and an anticipatory breach of the contract by repudiation. P seeks specific performance of the alleged agreement or damages in the amount of $912,053.02. D denies the existence of the alleged contract because a requisite number of its shareholders did not approve a sale of its corporate assets, as required by Section 351.400 RSMo. The shareholders specifically voted to disapprove the contract. D claims that P has not fulfilled its obligation under the contract to place $50,000 in an escrow account; that the clause of the alleged contract providing for the remedy of specific performance is unenforceable; that P is precluded from obtaining specific performance because of misrepresentation, and that the alleged contract purports to convey property, specifically a transmitter site and tower, the title to which Channel Seventeen does not possess. D seeks the recission of that contract. At trial, both parties were found to know and understand that specific performance was available for a breach. D argued impossibility because the transmitter was on a site belonging to third party and D had an option to purchase at the end of the lease term, and the liquidated damages clause precluded specific performance. P testified it would accept the assignment of the tower lease with an abatement in the negotiated purchase price. 

Issues

Rule of Law

Holding and Decision

Legal Analysis

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