Belin v. Dugdale

43 So. 3d 272, 2010 La. App. LEXIS 966, 2010 WL 2598277
CourtLouisiana Court of Appeal
DecidedJune 30, 2010
DocketNo. 45,405-CA
StatusPublished
Cited by9 cases

This text of 43 So. 3d 272 (Belin v. Dugdale) is published on Counsel Stack Legal Research, covering Louisiana Court of Appeal primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Belin v. Dugdale, 43 So. 3d 272, 2010 La. App. LEXIS 966, 2010 WL 2598277 (La. Ct. App. 2010).

Opinions

GASKINS, J.

|,The plaintiffs, Ken and Barbara Belin, appeal from a trial court judgment denying their request for specific performance of what they purport to be either an agreement to buy and sell or a contract of sale [275]*275regarding Ruston Farm Implements, Inc. (RFI). RFI is a business owned by the defendants, Curtis and Frances Dugdale. The plaintiffs were awarded damages in the amount of $7,500 for improvements made to the business. For the following reasons, we affirm the trial court judgment.

FACTS

Curtis and Frances Dugdale are the owners of RFI. The business was run by Mrs. Dugdale. Barbara Belin worked at RFI for several years as an office assistant. In February 2005, Mrs. Dugdale began talking about selling the business and the Belins expressed interest in purchasing it. RFI sold Kubota and New Holland tractors and various other brands of tractor equipment. There was some controversy as to whether those companies would allow the Belins to take over the dealership of their products.

Various documents were drafted outlining the agreement between the parties. One draft, which was not introduced at trial, was about one and one-half pages in length. Mrs. Dugdale directed Mrs. Belin to pare down the document and “leave off all that gobbily-poop legal stuff’ so that Mr. Dugdale could understand it. On March 8, 2005, the parties signed a condensed document which had been prepared by Mrs. Belin. The document, referred to by the Belins as “Exhibit A,” stated:

J2RUSTON FARM IMPLEMENTS INC
CURTIS & FRAN DUGDALE/KEN & BARBARA BELIN
THE BELIN’S [sic] AGREE TO PAYA TOTAL OF $1,100,000.00 FOR THE PURCHASE OF RUSTON FARM IMPLEMENTS, INC. (THE BUSINESS AND THE PROPERTY) THIS IS A DRAFT OF THE OPERATING AGREEMENT:
INITIALLY THE BELIN’S WILL;[sic] BUY IN AS A 49% OWNER, TO OBTAIN 49% THE BELIN’S WILL ASSUME $500,000.00 OF THE BANK NOTE AT FIRST NATIONAL BANK. ON THE DATE OF ACQUISITION, THE BELIN’S WILL PUT IN THE BANK THE NECESSARY MONIES FOR DAILY OPERATION.), [sic]
THE BELIN’S WILL ACQUIRE THE REMAINING SHARES OF RFI ($600,000.00) OVER A 5 YEAR PERIOD WITH THE MONEY TO BE PAID TO THE DUGDALE’S [sic] IN ANNUAL INSTALLMENTS AT AN INTEREST RATE OF 7%. NO RENT WILL BE CHARGED ON THE FEED STORE BUILDING UNTI [sic] JAN 2006. THE DUGDALES WILL PAY THE TELEPHONE BILL (FOR 318-251-8234) AND THE ELECTRIC BILL FOR THE FEED BUILDING.

The document was dated March 8, 2005, and all four parties signed it. The document was not notarized.

On April 1, 2005, Mrs. Dugdale announced to the employees of RFI that the Belins were buying the business and that they were going to run it. Beginning on that date, the Belins began operating the business. They made some renovations, cleaned up the premises, and reorganized the inventory. They also hired some new employees and fired one of the existing employees. Mrs. Dugdale maintained an office at the business.

During this time, Mrs. Dugdale contacted a lawyer to draft what was referred to as the “final final” buy and sell agreement. On April 29, 2005, |sMrs. Dugdale informed Mrs. Belin that Mr. Dugdale no longer ■wished to sell the business and that they were not going to go through with the sale. [276]*276Mrs. Belin took her personal items and left the business.

On June 8, 2005, the Belins filed suit against the Dugdales claiming that the parties executed a written contract to sell RFI to the Belins and that they relied upon the contract by cleaning up the building and grounds, renovating the buildings, rearranging and reconstructing the exteri- or and interior of the buildings, collecting past due accounts, and arranging financing for the purchase of the business. The plaintiffs claimed that on June 1, 2005, the Dugdales, through their attorney, notified the Belins that they would not honor the contract to sell. The Belins sought specific performance of the contract to sell, or in the alternative, damages for detrimental reliance.

Trial on the matter was held on March 9-10, 2009. Frances Dugdale testified that she and her husband had owned RFI since 1989. In February 2005, she began talking to the Belins about buying the business. Mrs. Dugdale stated that several drafts of the agreement between the parties were typed up. At one point, the Belins offered to pay $1.1 million to buy into the business at 49%. According to Mrs. Dugdale, the negotiations changed to the Belins buying 100% of the business for $1.1 million and they were to put down $10,000 in earnest money. According to Mrs. Dugdale, the Belins never paid any money. She said that the fact that the Belins never paid any money was a factor in deciding not to sell the business to them. She | ^testified that if the Belins had come up with the $1.1 million by the end of April 2005, she would have gone through with the sale.

Mrs. Dugdale acknowledged that in April 2005, she informed the employees of RFI that the Belins were in the process of buying the business. The Belins then reorganized the business, made renovations and hired new employees. The Dugdales refused to allow the Belins to mortgage the real estate where the business was located in order to secure their loan with the bank.

During the month of April, when the Belins operated the business, they used only the money in the payroll account. Mrs. Dugdale stated that the banker informed her that the operating account was overdrawn and she transferred $50,000 from the payroll account to the operating account. At the end of April, Mrs. Dug-dale told Mrs. Belin that the Dugdales had decided not to sell the business. According to Ms. Dugdale, the necessary documents to execute the sale had not been signed and the Belins had not paid any money. Mrs. Dugdale testified that the business was later sold to another party for $1.1 million.

Curtis Dugdale testified that his wife was the president and chief operating officer of RFI. Their son, Tommy, was the manager of the business. Mr. Dugdale was not involved in the daily operations of the business. He corroborated his wife’s testimony that the original agreement was for the Belins to buy 49% of the business.

Barbara Belin testified that she worked at RFI for six years as the office manager. She stated that when she and her husband began j ¡-negotiating with the Dug-dales for the purchase of the business, Mrs. Belin drafted a document that was very specific about the terms of the agreement. Adjustments were made in the manner that the Dugdales were to be paid and the percentage of ownership of the business. According to Mrs. Belin, the final agreement was for a full purchase of the business and property for $1.1 million. However, the document reflecting that agreement was stored on the computer that Mrs. Belin used at RFI. This document was never signed by the parties. [277]*277Mrs. Belin did not produce a copy of this document at trial.

In April 2005, the Belins began operating the business and considered all the money in the payroll account to be theirs. The Belins made improvements to the business. At the end of April, the Dug-dales decided they did not want to sell RFI. Mrs. Belin said that the parties were to go to the lawyer’s office on April 29, 2005 to sign what she termed the “final final” document and the bank would have released the funds to be paid to the Dug-dales.

Mrs.

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Cite This Page — Counsel Stack

Bluebook (online)
43 So. 3d 272, 2010 La. App. LEXIS 966, 2010 WL 2598277, Counsel Stack Legal Research, https://law.counselstack.com/opinion/belin-v-dugdale-lactapp-2010.