JOHNSON V. COSS
667 N.W.2d 701 (2003)
NATURE OF THE CASE: Coss (D) appealed a summary judgment for the Johnson (P) for breach
of contract.
FACTS: P and D entered into an Asset Purchase Agreement for the sale of Johnson Ford
Lincoln Mercury, Inc. The agreement was expressly conditioned upon Ford Motor Company's
approval of the transfer of the Ford franchise from P to D. Ford identified several
requirements that D needed to satisfy before Ford would approve the transfer. Those
requirements included an onsite manager that was approved by Ford. That manager was required
to demonstrate, to Ford's satisfaction, the ability to operate a dealership successfully.
The manager was also required to own a substantial interest in the business. Mark Goodrich
was identified as such a manager/co-owner. Ford also required that the potential owners
develop a New Dealer Operating Plan, and that each owner submit personal and financial
information. Ford further advised that it would require an initial capitalization of $1.476
million instead of the $1 million D had initially proposed. Despite D's attempts to comply
with these requirements, D could not meet them. D sent letters to Ford and P informing them
that, because D could not meet Ford's requirements, the agreement was null and void under
paragraph 16.P commenced this action. P filed a motion for partial summary judgment on Count
1 (breach of contract) and Count 2 (breach of the covenant of good faith and fair dealing).
D filed a cross motion for summary judgment. After a hearing, the circuit court granted
partial summary judgment in favor of P and denied judgment for D. D appealed. D argues that
he made sufficient efforts to obtain Ford's approval, but that it became apparent he could
not meet all of Ford's requirements.
ISSUE:
RULE OF LAW:
HOLDING AND DECISION:
LEGAL ANALYSIS:
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