Jannusch v Naffziger

Dispute

Defendants agreed to purchase a food truck business, with equipment, from plaintiff. They reached a verbal agreement and defendants paid $10,000 cash while waiting on a bank loan for the remaining $140,000. They took possession and operated the food truck for a season while the title remained in the plaintiff’s name. Thereafter, they attempted to return it and claimed no contract existed. They said the $10,000 was a fee to operate while they explored purchasing, but the bank did in fact grant them the loan. The trial court found for defendants; plaintiff appealed.

Rules of law

Under the UCC, a goods contract may be made in any way that shows agreement, including the conduct of the parties. A contract may issue even if the moment of its making is undetermined. Even if terms are left uncertain, intent and reasonable certainty of remedy govern.

Arguments

The defendants argued that the business was not a “good” under the UCC and argued that the supposed oral contract was too vague to be enforceable. The plaintiff argued that the essential terms were agreed upon and the only remaining elements were performance, and did not timely return the business.

Conclusion

The court found that there was a contract, that there was more than just an agreement to agree, and that the defendants breached. Reversed.

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