I.M.A., Inc. v. Rocky Mountain Airways, Inc.

713 P.2d 882, 1986 Colo. LEXIS 466
CourtSupreme Court of Colorado
DecidedJanuary 13, 1986
Docket83SC260
StatusPublished
Cited by125 cases

This text of 713 P.2d 882 (I.M.A., Inc. v. Rocky Mountain Airways, Inc.) is published on Counsel Stack Legal Research, covering Supreme Court of Colorado primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
I.M.A., Inc. v. Rocky Mountain Airways, Inc., 713 P.2d 882, 1986 Colo. LEXIS 466 (Colo. 1986).

Opinions

LOHR, Justice.

I.M.A., Inc. (I.M.A.) brought suit in Denver District Court against Rocky Mountain Airways, Inc. (Rocky Mountain) alleging that Rocky Mountain had breached a contract between the two parties. I.M.A. asserted that the alleged contract obligated Rocky Mountain to purchase all of the outstanding stock of I.M.A. and, as part of the purchase price, to assume I.M.A.’s liabilities. A jury returned a general verdict for I.M.A. and awarded $300,000 damages. The Colorado Court of Appeals reversed, holding that no contract existed. I.M.A., Inc. v. Rocky Mountain Airways, Inc., 80CA0964 (May 26, 1983) (not selected for official publication). We granted certiorari in order to determine whether the court of appeals erred in concluding as a matter of law that the parties did not enter into a contract. We reverse the judgment of the court of appeals and remand with directions.

I.

In 1977, I.M.A., formerly known as Inter-mountain Airways, Inc., began service as a commercial airline and air taxi between Denver and Durango, Colorado. It operated pursuant to a certificate of public convenience and necessity issued by the Colorado Public Utilities Commission (PUC). By 1978, however, I.M.A. was already encountering grave financial difficulties. After losing support from its major financial backer, I.M.A. ceased operations in July 1978 without seeking PUC approval. I.M.A. then engaged in discussions with Aspen Airways to explore the possibility of a takeover. While negotiations between these two companies were in progress, [885]*885Rocky Mountain expressed interest in acquiring I.M.A. and thus obtaining the right to utilize I.M.A.’s certificate of public convenience and necessity to provide service between Denver and Durango. I.M.A. discontinued its negotiations with Aspen Airways and concentrated on reaching an agreement with Rocky Mountain.

On August 1, 1978, the presidents of Rocky Mountain and I.M.A. signed a “Letter of Intent and Agreement,” drafted by Rocky Mountain, the stated purpose of which was “to confirm [the parties’] recent understandings as to the acquisition of the assets of I.M.A. by Rocky Mountain Airways, Inc.” According to the letter, Rocky Mountain intended “to acquire all of the assets of I.M.A. through acquisition of [all of I.M.A.’s outstanding stock],” and as consideration, Rocky Mountain agreed to assume I.M.A.’s liabilities and to pay a three dollar fee per passenger emplaning at Du-rango on the Denver to Durango route “to be credited ... to the shareholders [of I.M. A.].” The fee was to be increased to four dollars per Durango passenger upon satisfaction of specified contingencies. Payment of the passenger fees was to continue for no longer than five years and was not to exceed $800,000. As part of Rocky Mountain’s agreement to assume I.M.A.’s liabilities, the letter specified that Rocky Mountain would establish an escrow or trust fund in the amount of $20,000 within seven days for the purpose of providing assurance to taxing authorities that I.M. A.’s payroll tax obligations would be paid.1

In the letter, I.M.A. represented that its liabilities totaled approximately $100,000 and its immediately redeemable assets were valued at approximately $45,000. I.M.A. promised to provide Rocky Mountain with a detailed list of its creditors and to update its accounting records for Rocky Mountain’s inspection. The parties made no provision for the possibility that the accounting update might show I.M.A.’s assets or liabilities to be different from the approximate amounts represented. The letter also stated that “this Letter of Intent and Agreement is preliminary in nature, and ... each party will work toward more definitive statements and the execution of agreements and resolutions and contracts, that may be required to consummate the overall purposes of this intent and agreement letter.”

The letter listed five requirements upon which the “understanding and agreement and intent to acquire the assets” was contingent: 1) approval of the transfer of control of I.M.A. by the PUC and the Civil Aeronautics Board, 2) approval of Rocky Mountain’s board of directors “and of the shareholders, if required,” 3) approval of I.M.A.’s board of directors and shareholders, 4) suitable renegotiation of I.M.A.’s lease for the use of the Animas Air Park, which was the Durango airport that I.M.A. serviced, including a list of specified changes to be made in the lease, and 5) ability of Rocky Mountain to carry forward I.M.A.’s net operating loss. Rocky Mountain deleted this last requirement in another letter, entitled “Letter of Intent and Agreement Modification and Amendment,” which was dated August 3, 1978, and signed by the presidents of both corporations. The second letter also established a modified schedule of emplaning passenger fees, but retained the $300,000 limit on the total fees to be paid by Rocky Mountain. In addition, it specified that an existing promissory note made by I.M.A. in the approximate amount of $160,000 and any I.M.A. notes held by I.M.A. shareholders were to be paid from the passenger fees.

Subsequent to the signing of these letters, several events occurred. On August II,1978,1.M.A. entered into a written lease agreement with Rocky Mountain whereby I.M.A. leased its PUC certificate of public convenience and necessity to Rocky Moun[886]*886tain for $500 per month. One purpose of this lease agreement was to enable Rocky Mountain to restore service promptly on the Denver to Durango route. This was important to reduce the possibility of cancellation of the certificate of public convenience and necessity because of the failure of I.M.A. to continue the authorized service or to obtain PUC approval for the interruption. The lease agreement included a promise by I.M.A. to assist Rocky Mountain in obtaining PUC approval of the lease agreement and in establishing service on the Denver to Durango route. By another provision of the lease agreement, I.M.A. and Rocky Mountain acknowledged that the parties had “reached an agreement as to the acquisition of the stock of I.M.A.” and that the lease would be subject to renewal until such time as the PUC approved the stock acquisition. On August 15, 1978, the PUC granted emergency temporary approval of the lease, thus allowing Rocky Mountain to begin servicing the Denver to Durango route. Rocky Mountain soon commenced operations on the route.

During the month of August, I.M.A.’s president, Wiebe Gortmaker, traveled to Durango to build public support for Rocky Mountain’s acquisition of I.M.A.’s Denver to Durango route and to attempt to persuade Animas Air Park to renegotiate I.M. A.’s landing lease.2 I.M.A. also obtained, by mail, its shareholders’ ratification “in concept” of the proposed stock sale “on substantially the terms and conditions expressed in the attached letters of August 1, 1978 and August 3, 1978.” In the meantime, the parties moved I.M.A.’s furniture and office equipment to Rocky Mountain’s hangar at Stapleton airport in Denver.

In late September of 1978, I.M.A.’s bookkeeper completed the updating of I.M.A.’s financial records. This led to the discovery that I.M.A.’s liabilities totaled approximately $37,000 more than the company had originally estimated. I.M.A.’s president offered to adjust the allocation of the purchase price so that I.M.A.’s shareholders, and not Rocky Mountain, would bear the cost of satisfying these additional debts. On October 4, 1978, Rocky Mountain’s president, Gordon Autry, informed I.M.A. that Rocky Mountain no longer wanted to acquire I.M.A. .According to Autry, he advised I.M.A.

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Cite This Page — Counsel Stack

Bluebook (online)
713 P.2d 882, 1986 Colo. LEXIS 466, Counsel Stack Legal Research, https://law.counselstack.com/opinion/ima-inc-v-rocky-mountain-airways-inc-colo-1986.