IOS Capital, Inc. v. Jacobi

105 S.W.3d 909, 2003 Mo. App. LEXIS 802, 2003 WL 21241369
CourtMissouri Court of Appeals
DecidedMay 30, 2003
DocketNo. WD 61847
StatusPublished

This text of 105 S.W.3d 909 (IOS Capital, Inc. v. Jacobi) is published on Counsel Stack Legal Research, covering Missouri Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
IOS Capital, Inc. v. Jacobi, 105 S.W.3d 909, 2003 Mo. App. LEXIS 802, 2003 WL 21241369 (Mo. Ct. App. 2003).

Opinion

VICTOR C. HOWARD, Presiding Judge.

IOS Capital, Inc., appeals from the trial court’s judgment in favor of Art and Virginia Jacobi in a case involving a dispute over a lease of office equipment. IOS raises two points on appeal. First, it contends that because the Jacobis were operating their business as partners, the trial court erred in determining that Art Jacobi was not obligated under the lease agreement. Second, IOS contends the trial court erred in entering judgment in favor of the Jacobis because there was not an accord and satisfaction of the lease agreement.

We reverse and remand.

Facts

Art and Virginia Jacobi are married. Since 1995, they have owned and operated the “South 65 Storage” business in Marshall, Missouri. The Jacobis divide the workload of the business between themselves, with Virginia Jacobi doing the paperwork and office work and with Art Jacobi doing the “physical stuff.” No one else works in the business.

On March 6, 1996, Art and Virginia Jacobi both signed under oath and filed with the Missouri Secretary of State a Registration of Fictitious Name form acknowledging that both of them were doing business as South 65 Storage. The registration form identifies Art and Virginia Jacobi as owning one hundred percent of the business.

On June 28, 2000, South 65 Storage entered into a written lease agreement with IOS Capital, Inc., for the lease of a photocopy machine, a facsimile machine, and some related accessories and equipment. IOS is a wholly owned subsidiary of IKON Office Solutions, Inc., and provides financing to its customers. The lease re[911]*911quired sixty monthly payments of $253. The “Full Legal Name” of the lessee identified on the lease agreement is “South 65 Storage,” which is identical to the name the Jacobis registered with the Missouri Secretary of State. The lease agreement was executed by Virginia Jacobi as the “Office Manager” for South 65 Storage. The agreement was not signed by Art Jacobi. The Jacobis jointly owned the real estate where the storage business was located.

The Jacobis made only thirteen of the required monthly payments before defaulting on the lease agreement. The lease payments were made from a checking account in the name of “AMJO Infrared Dryers, Inc.” AMJO Infrared Dryers, Inc.’s address as indicated on its checks is the same address as South 65 Storage, as identified on the lease agreement. The checks for the lease payments were signed by either Art Jacobi or his brother, or by both of them.

On July 18, 2001, IOS sent a letter to South 65 Storage, stating that its most recent lease payment was past due.

On August 30, 2001, Virginia Jacobi sent a letter to IOS asking it to cancel the lease agreement and to pick up the photocopy machine. In her letter, Jacobi acknowledged that the machine “is still in excellent condition and is a wonderful machine,” but that they were “just not able to continue to make the monthly payments.” Jacobi further wrote, “I want to make sure the machine is returned to you.” The Jacobis’ other company, AMJO, was going out of business, so they wanted to cancel the lease agreement. Virginia Jacobi testified that no one from IOS or IKON Office Solutions ever told her that they would agree to cancel the lease.

On September 6, 2001, IKON picked up the leased office equipment from the Jaco-bis’ place of business. The Delivery and Acceptance receipt specifically states that “p/u [pick-up] of equipment does not release customer of contractual obligation.”

On September 7, 2001, IOS wrote back and informed the Jacobis that the lease was in default, that it was accelerating the remaining payments, and that the Jacobis would remain contractually obligated for the accelerated balance. When Virginia Jacobi subsequently contacted Stephen Young at IOS, he did not tell her that the lease would be cancelled. He told her only that “he would try to work something out.”

The lease agreement provides that upon default, IOS can recover the accelerated balance of the unpaid lease payments discounted at six percent, along with late charges of five percent and any attorneys’ fees incurred in enforcing the lease. The accelerated balance of the forty-seven unpaid lease payments discounted at six percent is $10,573.68. Together with interest, late charges, and attorneys’ fees, IOS’s damages are $17,423.91.

IOS sued the Jacobis for breach of the lease. The trial court found that IOS failed to prove that Art Jacobi was a party to or otherwise obligated under the lease agreement, and the parties reached an accord and satisfaction whereby IOS agreed to cancel the lease agreement in exchange for the Jacobis returning the leased equipment. Accordingly, the court entered judgment in favor of the Jacobis and denied IOS any relief under its petition. This appeal follows.

Standard of Review

“Our review of a court-tried civil case is governed by Murphy v. Carron[, 536 S.W.2d 30 (Mo.1976)]. We must affirm the judgment of the trial court unless there is no substantial evidence to support it; it is against the weight of the evidence; or, it erroneously declares or applies the [912]*912law.” Manfield v. Auditorium Bar & Grill, Inc., 965 S.W.2d 262, 266 (Mo.App. W.D.1998) (citation omitted). “We view the evidence and all reasonable inferences therefrom in a light most favorable to the judgment and disregard all contrary evidence.” Cub Cadet Carp. v. Mopec, Inc., 78 S.W.3d 205, 208 (Mo.App. W.D.2002).

Point I

IOS’s first point on appeal is that the trial court erred in determining that Art Jacobi was not obligated on the lease agreement in that the Jacobis were both obligated under the lease agreement because they were doing business as partners and Art Jacobi gave his wife apparent authority to bind him and ratified her actions.

IOS’s petition alleged that Art and Virginia Jacobi “are individuals ... doing business as South 65 Storage.” The petition sought judgment against the Jacobis jointly and severally. In their answer, the Jacobis stated as follows:

Defendant Art Jacobi and Defendant Virginia Jacobi affirmatively further state that they are husband and wife, and as husband and wife and as tenants by the entireties, as the single entity of their tenancy by the entireties, were doing business as South 65 Storage; that South 65 Storage is a duly registered fictitious name of Art and Virginia Jacobi as the single entity of their tenancy by the entireties; and that Art Jacobi individually and Virginia Jacobi, individually, were not doing business as South 65 Storage.
Defendant Art Jacobi and Defendant Virginia Jacobi affirmatively further state.that the Lease Agreement referred to in Plaintiffs Petition was not executed by Defendant Art Jacobi and Defendant Virginia Jacobi as tenants by the entireties, and is not the contractual obligation of Defendant Art Jacobi and Defendant Virginia Jacobi as tenants by the entireties doing business as South 65 Storage.
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The trial court found that IOS failed to prove that Art Jacobi was a party to or otherwise obligated under the lease agreement.

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Related

Murphy v. Carron
536 S.W.2d 30 (Supreme Court of Missouri, 1976)
Manfield v. Auditorium Bar & Grill, Inc.
965 S.W.2d 262 (Missouri Court of Appeals, 1998)
Henderson v. Eagle Express Company
483 S.W.2d 767 (Missouri Court of Appeals, 1972)
Cub Cadet Corp. v. Mopec, Inc.
78 S.W.3d 205 (Missouri Court of Appeals, 2002)
Ensminger v. Burton
805 S.W.2d 207 (Missouri Court of Appeals, 1991)
Cranor v. Jones Co.
921 S.W.2d 76 (Missouri Court of Appeals, 1996)
Dixon v. Brannan
970 S.W.2d 384 (Missouri Court of Appeals, 1998)

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Bluebook (online)
105 S.W.3d 909, 2003 Mo. App. LEXIS 802, 2003 WL 21241369, Counsel Stack Legal Research, https://law.counselstack.com/opinion/ios-capital-inc-v-jacobi-moctapp-2003.