MFA Livestock Ass'n v. Shrewsbury

965 S.W.2d 432, 1998 Mo. App. LEXIS 524, 1998 WL 128403
CourtMissouri Court of Appeals
DecidedMarch 24, 1998
DocketNo. WD 53987
StatusPublished
Cited by2 cases

This text of 965 S.W.2d 432 (MFA Livestock Ass'n v. Shrewsbury) 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
MFA Livestock Ass'n v. Shrewsbury, 965 S.W.2d 432, 1998 Mo. App. LEXIS 524, 1998 WL 128403 (Mo. Ct. App. 1998).

Opinion

SPINDEN, Presiding Judge.

When Steven and Jill Shrewsbury terminated a contract with MFA Livestock Association, Inc., for the care and feeding of MFA’s cattle, MFA filed a petition on account. The circuit court determined that the Shrewsbur-ys owed MFA $10,343.18 plus interest, and the Shrewsburys appeal. We affirm.

On December 10, 1993, the Shrewsburys and MFA contracted for MFA to provide cattle to the Shrewsburys in exchange for the Shrewsburys’ feeding and caring for the animals. The contract, which referred to the Shrewsburys as “feeder,” said:

Feeder accepts all liability for the livestock placed under this contract!.] Feeder further acknowledges that he/she shall be responsible for any loss incurred in the event that proceeds as defined in Section XI fail to meet costs as set forth in section VI and IX of this contract. Feeder agrees to remit payment for any such losses to [MFA] within ten (10) days after Feeder is notified of the amount due [MFA].

The contract also provided that the Shrews-burys were to receive any net profits from the cattle’s sale, less “the cost of the livestock sold, service charges, the cost of all dead and missing livestock, and other expenses incurred by [MFA] on behalf of the Feeder.”

During 1995, MFA delivered 176 calves to the Shrewsburys. In June 1995, MFA sold 144 of the cattle at a public auction, and the remaining 32 animals remained under the Shrewsburys’ care and control. In Decern-[434]*434ber 1995 or January 1996, MFA found, during a routine inspection, that the livestock had deteriorated to a poor condition. In January 1996, the Shrewsburys told MFA that they were selling their farm and would no longer be caring for the animals.

After the Shrewsburys sold their farm and quit tending to the 32 animals, MFA contracted with a third party to feed them. On March 28, 1996, MFA sold the cattle at a private sale because of their poor condition and to avoid additional expenses incurred with a public auction. Following the sale, the Shrewsburys still owed MFA $10,343.18.

In their first point on appeal the Shrews-burys contend that the circuit court erred in not allowing Steven Shrewsbury and his father to testify about (1) MFA’s statements regarding the contract, (2) the parties’ intent and understanding of the contract, (3) performance of the contract, (4) the intent concerning the uncompleted blanks of the contract, (5) consideration for the contract, and (6) the “illegibly and unconsciousableness” of the contract. They argue that such evidence should have been allowed as an exception to the parol evidence and hearsay rules.

Although the Shrewsburys did not direct us to the specific parts of the transcript where this evidence was excluded, we found the circuit court’s sustaining of hearsay or parol evidence objections to these questions to Steven Shrewsbury:

(1) Did [Duke Dillard or John Anderson of MFA] ever explain to you that, if the cattle had a loss, that you would owe MFA money?
(2) When you entered into this agreement, was there any explanation given to you as far as what costs, service charges, and other expenses incurred by MFA would be in detail?
(3) When you entered into this agreement on 12-15-93, were there any discussions with MFA representatives concerning what the costs, sold, service charges, cost of dead and missing livestock, and other expenses incurred by MFA on behalf of the feeder would be?
(4)And part of what you were relying on without getting into what somebody said, that concerned what profit you would have and what liability you might have if there was a loss?

As to Steven Shrewsbury’s father, Edwin Shrewsbury, the Shrewsburys argue that he should have been allowed to testify concerning agreements with MFA because of his expertise. The circuit court would not allow Edwin Shrewsbury to testify about similar agreements he had with MFA for feeding cattle.

At no point in either Steven Shrews-bury’s or Edwin Shrewsbury’s testimony did the Shrewsburys make an offer of proof. After the circuit court refused to allow the testimony, the Shrewsburys were obligated to make an offer of proof demonstrating the relevancy and materiality of the improperly excluded testimony. Thayer v. Sommer, 356 S.W.2d 72, 80 (Mo. banc 1962); Turner v. Fuqua Homes, Inc., 742 S.W.2d 603, 613 (Mo.App.1987). Because the Shrewsburys did not do this, they failed to preserve the point for our review, and we cannot convict the circuit court of error.

In their second point on appeal, the Shrewsburys contend that the circuit court erred in granting judgment to MFA for an additional 26 head of cattle because the contract was for 150 head of cattle. The contract said, “The Feeder, hereby, accepts up to, but not to exceed at any one time, 150 head of calves to be placed at the feeding locations previously listed.”1 MFA, however, delivered 176 head of cattle to the Shrewsburys, and the Shrewsburys accepted them. The Shrewsburys now claim that because the additional cattle were not a part of the parties’ agreement, they cannot be held responsible for them.

The contract, however, clearly contemplated that additional livestock could be placed beyond the number specified in the blanks filled in by the Shrewsburys, so long as the [435]*435Shrewsburys accepted them. The contract said, “[MFA] and Feeder are not obligated to place or receive additional lots of livestock. [MFA] and Feeder shall give each other written notice that additional lots will not be placed as soon as practical.” At no time did the Shrewsburys notify MFA that the additional livestock were not acceptable. Nor did they refuse delivery or refuse to care for and to feed the animals.

The Shrewsburys argue that MFA “failed to prove consideration given and received for the 150 calves or the total 176 cattle.” They contend that further evidence should have been allowed to determine “[w]hether or not [the contract] was completed, [the parties’] intent of just 150 head of calves and why the total was 175 head of cattle, the consideration price, time and legality of the parties relationship.”

To the extent that the Shrewsburys attempted to introduce this type of evidence at trial through the above-mentioned questions to Steven Shrewsbury and Edwin Shrewsbury, their attempt failed. They did not make an offer of proof. Moreover, adequate consideration existed for the contract. MFA promised to supply the Shrewsburys with cattle and to pay them the profit when they were sold. In exchange, the Shrews-burys promised to feed and to care for the animals. “Mutual promises imposing some legal duty or liability on each promisor are sufficient consideration to form a valid, enforceable contract.” Allied Disposal, Inc. v. Bob’s Home Service, Inc., 595 S.W.2d 417, 419 (Mo.App.1980).

In their third point on appeal, the Shrewsburys assert that the circuit court erred by not giving them credit for the price protection guarantees (putts) on the cattle. They argue that MFA failed to present any evidence on the putts and that the circuit court did not allow or consider their evidence on the putts. We disagree.

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Bluebook (online)
965 S.W.2d 432, 1998 Mo. App. LEXIS 524, 1998 WL 128403, Counsel Stack Legal Research, https://law.counselstack.com/opinion/mfa-livestock-assn-v-shrewsbury-moctapp-1998.