Lucha, Inc. v. Goeglein

590 F. Supp. 1202, 1984 U.S. Dist. LEXIS 24093
CourtDistrict Court, E.D. Missouri
DecidedAugust 27, 1984
DocketNo. 83-1607C(1)
StatusPublished

This text of 590 F. Supp. 1202 (Lucha, Inc. v. Goeglein) is published on Counsel Stack Legal Research, covering District Court, E.D. Missouri primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Lucha, Inc. v. Goeglein, 590 F. Supp. 1202, 1984 U.S. Dist. LEXIS 24093 (E.D. Mo. 1984).

Opinion

MEMORANDUM

NANGLE, Chief Judge.

Plaintiff, Lucha, Inc., brought this action based on diversity jurisdiction to enforce a contract.

This case was tried to the Court sitting without a jury. The Court having considered the pleadings, the testimony, the documents in evidence and the stipulations of the parties, and being fully advised in the premises, hereby makes the following findings of facts and conclusions of law, as required by Rule 52 of the Federal Rules of Civil Procedure. Fed.R.Civ.P. 52.

A. FINDINGS OF FACT

1. Plaintiff, Lucha, Inc., is a Missouri corporation with its principal place of business in the Eastern District of Missouri.

2. At all material times, defendants Edward Goeglein and Christina Goeglein were residents and citizens of Illinois.

3. On February 4, 1983, plaintiff and defendants entered into a written agreement in Missouri. Under the terms of the agreement, plaintiff was to lease twelve video game machines to defendants for a period of six months, which was until August 4, 1983. Defendants did have an option to extend the lease with express written consent of both parties. Defendants could purchase the machines prior to the expiration of the lease, however.

4. Paragraph 6 of the agreement entitled “Purchase Guaranty” states:

This Agreement places twelve (12) units listed on Exhibit A and subject to change only as specified in paragraph 5 above in LESSEES’ place of business and LESSEES hereby agree to purchase at the expiration of this Agreement and its extensions the twelve (12) units in LES-
[1204]*1204SEES’ possession as of the last expiration of any unextended term hereof for the purchase price of $1,800.00 per unit.
* * * * * *
On the final day of the unextended term of this Agreement or such earlier date as Lessees may elect as provided above, LESSEES shall tender to LESSOR the purchase price indicated above and LESSOR shall provide a bill of sale in the form attached hereto as Exhibit B. LESSOR shall remove at that time any of LESSOR’S machines covered by this Agreement which have not been selected by LESSEES for purchase.

5. The agreement was entered into on February 4, 1983, and was signed by defendants Edward and Christina Goeglein, and by Lucia Rohrer on behalf of plaintiff. After discussions with defendants, Lucia Rohrer prepared the agreement and directed her secretary to type it.

6. The parties had prior dealings with each other. An agreement between the same parties was entered into on August 22, 1982, for the placement of seven video game machines in defendants’ Brighton, Illinois arcade. This agreement was drawn up by the parties’ attorneys, and the “Purchase Guaranty” clause required defendants to purchase at least five of the seven units. Defendants ultimately purchased six units in accordance with the terms of the agreement.

7. Mrs. Rohrer patterned the February 4 agreement after the prior agreement, and most of the language remained the same. The changes made to the “Purchase Guaranty” clause included the number of machines to be purchased and the purchase prices of some of the machines.

8. Defendants knew that the form of the second agreement was the same as the first, and they consented to not having an attorney present during the execution of the February 4 agreement. Defendants were anxious to receive the video machines before Mrs. Rohrer left town. They spent only a few minutes studying the second agreement.

9. On June 16, 1983, defendants gave plaintiff written notice that they were abandoning the video machines because they could no longer afford to keep their business running. They called upon plaintiff to remove the machines from the arcade.

10. Plaintiff removed eleven machines from defendants’ business on June 19, 1983. Defendants had in fact purchased one of the twelve machines at an earlier date. Plaintiff incurred $1,009.90 as expenses in removing the equipment from defendants' premises, storing the equipment and advertising it for resale. Plaintiff was able to sell one machine for $950, and has estimated the value of the remaining machines at $200 each. Mrs. Rohrer and her husband are familiar with the video machine market, and defendants have not produced any evidence to contradict the value placed on the machines by plaintiff.

11. The contract price of the eleven machines which defendants did not purchase is $20,000.

B. CONCLUSIONS OF LAW

This Court has jurisdiction of this case pursuant to 28 U.S.C. § 1332. Plaintiff claims that defendants are liable to it under the terms of the February 4, 1983, agreement for the loss it suffered as a result of defendants’ breach. Defendants maintain that they never breached the contract. They argue that they agreed only to purchase the video machines upon expiration of lease term at their option, and they chose not to exercise that option. They additionally assert that they were not obligated to purchase the video games because plaintiff removed the units from the premises before the expiration of the lease term.

The issue for resolution involves the construction of the contract to determine whether defendants obligated themselves to purchase the video machines. Missouri law applies upon agreement by the parties.

The terms of the contract clearly indicate that defendants were bound to purchase the eleven machines in question. [1205]*1205Unequivocal words must be given their plain and ordinary meanings. Hamiltonian Federal Savings & Loan Association v. Reliance Insurance Co., 527 S.W.2d 440, 442 (Mo.App.1975); Jordan v. United Equitable Life Insurance Co., 486 S.W.2d 664, 666-67 (Mo.App.1972). The “Purchase Guaranty” section of the agreement plainly indicates that the parties contemplated the purchase of all the units by defendants at the end of the lease term.

Defendants maintain that because they were not in possession in the machines when the lease term expired, they were relieved of their commitment to purchase them. They point to the language, “LESSEES hereby agree to purchase at the expiration of this Agreement and its extensions the twelve (12) units in LESSEES’ possession ” (emphasis added). This Court is not convinced that insertion of the term “possession” creates an ambiguity in the contract. The contract necessarily contemplates retention of the machines by defendants throughout the term of the agreement. It was only because of defendants’ voluntary abandonment of the units that they lost possession of them. Defendants cannot benefit from their own wrongful act of abandoning the video machines.

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Related

Jordan v. United Equitable Life Insurance Company
486 S.W.2d 664 (Missouri Court of Appeals, 1972)
Rouggly v. Whitman
592 S.W.2d 516 (Missouri Court of Appeals, 1979)
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647 S.W.2d 828 (Missouri Court of Appeals, 1983)
Hamiltonian Federal Savings & Loan Ass'n v. Reliance Insurance Co.
527 S.W.2d 440 (Missouri Court of Appeals, 1975)
Gateway Aviation, Inc. v. Cessna Aircraft Co.
577 S.W.2d 860 (Missouri Court of Appeals, 1978)

Cite This Page — Counsel Stack

Bluebook (online)
590 F. Supp. 1202, 1984 U.S. Dist. LEXIS 24093, Counsel Stack Legal Research, https://law.counselstack.com/opinion/lucha-inc-v-goeglein-moed-1984.