James Sigmon v. Appalachian Coal Properties

400 F. App'x 43
CourtCourt of Appeals for the Sixth Circuit
DecidedSeptember 17, 2010
Docket08-6258
StatusUnpublished
Cited by17 cases

This text of 400 F. App'x 43 (James Sigmon v. Appalachian Coal Properties) is published on Counsel Stack Legal Research, covering Court of Appeals for the Sixth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
James Sigmon v. Appalachian Coal Properties, 400 F. App'x 43 (6th Cir. 2010).

Opinion

BOGGS, Circuit Judge.

James A. Sigmon (“Sigmon”), the owner of numerous coal-producing businesses, signed an agency agreement with Appalachian Coal Properties, Inc. (“Appalachian”). The agreement specified that Appalachian would serve as the exclusive sales agent for Sigmon’s businesses. Pursuant to the agreement, Appalachian contacted several potential purchasers, including KST Consulting Acquisition Company, LLC (“KST”). KST’s representatives eventually met with Sigmon to negotiate a sale, but no sale resulted. Following the meeting, Sigmon terminated negotiations with KST and cancelled the agency agreement with Appalachian, notifying Appalachian that no commissions would be paid. Appalachian subsequently demanded payment, prompting Sigmon to file suit in the Eastern District of Tennessee. Sigmon’s suit sought a declaratory judgment that he was not obligated to pay Appalachian for its efforts. Appalachian counterclaimed on theories of breach of contract and unjust enrichment, arguing that it had procured a ready, willing, and able purchaser and was therefore entitled to compensation. Sig-mon moved for summary judgment on Appalachian’s counterclaims, and Appalachian opposed. The district court granted the motion and entered summary judgment. For the reasons set forth below, we now affirm the district court’s ruling.

I. STATEMENT OF THE FACTS

In 2004, Sigmon began to contemplate selling a number of his coal-producing business entities. Sigmon consequently reached out to William “Ned” Connolly about brokering a sale of the businesses on Sigmon’s behalf. Sigmon v. Appalachian Coal Props., LLC, No. 3:05-cv-00591, 2008 WL 4279867, at *1 (E.D.Tenn. Sept.15, 2008). To perform this task, Connolly, along with two other principals, formed Appalachian on March 17, 2004. Ibid.

In August 2004, Sigmon and Appalachian entered an agency agreement, which named Appalachian “as the exclusive agent of record for the sale of the [ejntities.” This “agreement of exclusivity” was voidable at Sigmon’s discretion with thirty days’ notice and was set to expire automatically after six months, though the agreement *45 also provided for that it was renewable at six-month intervals. The commission structure outlined in the agreement was based upon the “[s]ale [p]rice” of the entities, and the agreement specifically provided that “[a]ny offer to purchase taken by the Broker shall be subject to approval by the Seller and it is understood that the Broker will not obligate or commit the Seller to the sale of the Entities without the express authorization and direction of the Seller.”

Once the agency agreement was in place, Appalachian contacted a number of potential buyers, among whom was KST Consulting Acquisition Company, LLC (“KST”). Sigmon, 2008 WL 4279867, at *1. However, on September 29, 2004, Sigmon terminated the agency agreement pursuant to its terms. Ibid. Appalachian contends that, on October 5, 2004, Connolly, accompanied by another of Appalachian’s principals, met with Sigmon to discuss reinstatement of the agency agreement. Ibid. This meeting allegedly resulted in limited reinstatement of the agency agreement, with Appalachian receiving permission to continue negotiations with KST and other potential buyers who had previously expressed interest. Ibid. Appalachian was no longer permitted to open negotiations with new prospective buyers without first obtaining Sigmon’s consent. Ibid. Sigmon concedes that the agency agreement was thus modified and put back in place and that a revised commission structure was negotiated in January 2005. Ibid.

Following reinstatement of the agency agreement, Appalachian resumed discussions with KST, eventually arranging for a face-to-face meeting between Sigmon and KST to negotiate the sale of Sigmon’s businesses. Ibid. On March 9, 2005, Sig-mon, KST, and Appalachian met in Knoxville, Tennessee, where Appalachian “contends the parties reached an agreement on all essential terms of the sale.” Ibid. The terms of that oral agreement allegedly included the following: (1) “$70 million sale price”; (2) “[rjefundable payment of $2 million into escrow”; (3) “[shortened] due diligence evaluation”; (4) “[c]onfidentiality of Sigmon’s records”; (5) “Agreement to cooperate and use commercially reasonable efforts to close the deal within a certain period of time”; and (6) “[revision of] a letter of intent and escrow agreement to reflect these terms.” Appellant’s Br. at 6. “Sigmon denies that any agreement was reached on March 9, 2005.” Sigmon, 2008 WL 4279867, at *1.

On March 10, 2005, KST’s attorney sent Sigmon a revised letter of intent for his signature. Appellant’s Br. at 6. The letter of intent provided:

Unless and until a definitive asset purchase agreement (the “Definitive Agreement”) is signed and except as otherwise expressly provided in this letter, neither KST nor Sellers [ie., Sigmon] shall be obligated to complete the transactions contemplated by this letter, and it is not intended and shall not create a binding contract upon any party, a commitment letter or an agreement to agree. However, KST and Sellers agree to be bound by the terms and conditions of Paragraphs 7, 8, 9 and 11 and to negotiate the terms of the Definitive Agreement in good faith. The parties agree to cooperate and use commercially reasonable efforts to execute a Definitive Agreement by April 15, 2005.

Sigmon did not sign the letter of intent and apparently has not sold the businesses to KST or any other buyer. Sigmon, 2008 WL 4279867, at *2.

On March 16, 2005, Sigmon sent a letter to KST announcing his intention to terminate negotiations. Ibid. That same day, *46 Sigmon issued a second letter for the purpose of apprising “all contractors, vendors and other parties who seek to do business with [him]” of certain policies “that have been adopted.” The letter stated:

The Sigmon Group does not enter into or honor verbal agreements and requires that all contracts or agreements and requires that all contracts or agreements with any member of the Sigmon Group be in written form and executed by either James A. Sigmon or Charles Sigmon in order to be binding on any member of the Sigmon group.

The letter concluded by indicating that “verbal discussions, negotiations, conversations, understandings or tentative agreements ... should not be construed or considered to be a binding contract.”

On December 30, 2005, Sigmon, in response to demands from Appalachian for payment of commissions stemming from the KST negotiations, filed an action in the United States District Court for the Eastern District of Tennessee, “seeking a declaratory judgment that Sigmon was not obligated to pay [Appalachian].” Appel-lee’s Br. at 2. Appalachian answered Sig-mon’s complaint on February 21, 2006, filing a counterclaim that alleged breach of contract and, in the alternative, unjust enrichment. Sigmon replied to Appalachian’s counterclaim on March 13, 2006, and, on May 10, 2006, moved for both dismissal and judgment on the pleadings.

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Bluebook (online)
400 F. App'x 43, Counsel Stack Legal Research, https://law.counselstack.com/opinion/james-sigmon-v-appalachian-coal-properties-ca6-2010.