Placet, Inc. v. Ashton

368 So. 2d 404
CourtDistrict Court of Appeal of Florida
DecidedFebruary 27, 1979
Docket78-974
StatusPublished
Cited by6 cases

This text of 368 So. 2d 404 (Placet, Inc. v. Ashton) is published on Counsel Stack Legal Research, covering District Court of Appeal of Florida primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Placet, Inc. v. Ashton, 368 So. 2d 404 (Fla. Ct. App. 1979).

Opinion

368 So.2d 404 (1979)

PLACET, INC., a Minnesota Corporation, Raymond J. Esser and Richard I. Jensen, Appellants,
v.
Jon ASHTON, Appellee.

No. 78-974.

District Court of Appeal of Florida, Third District.

February 27, 1979.
Rehearing Denied March 30, 1979.

*405 Kenneth B. Sherouse, Jr., Miami, for appellants.

Gelb & Spatz and Carl A. Spatz, Miami, for appellee.

Before BARKDULL, HUBBART and SCHWARTZ, JJ.

SCHWARTZ, Judge.

Placet, Inc., Raymond J. Esser, and Richard I. Jensen appeal from a final money judgment entered against them and in favor of Jon Ashton, after a three day nonjury trial. Ashton cross-appeals as against *406 Placet, Inc. alone. We find no error on the main appeal, but reverse as to the cross-appeal.

The trial judge entered extensive findings of fact and conclusions of law which ably describe both the legal and factual issues involved below and the court's resolution of those issues:

"1. In 1961 JON ASHTON commenced the business of designing and manufacturing architectural planters and accessories, doing business individually under the trade name "PLACET". Said business was incorporated in the State of Minnesota in 1965 and eventually after one or more name changes became known as PLACET, INC., a Minnesota corporation. From 1965 until 1973 PLACET, INC., engaged in business in the State of Minnesota with its principal place of business located in the City of Minneapolis. Its principal business was the manufacture of planters, accessories, and furniture made out of plastic materials. In 1973 PLACET, INC., a Minnesota corporation, moved its entire operation to the City of Princeton in Dade County, Florida.

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3. During the year 1974 ASHTON commenced discussions with an agent of RICHARD I. JENSEN and RAYMOND J. ESSER concerning the purchase of the stock of PLACET, INC., a Minnesota corporation, by ESSER and JENSEN ...

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5. In early March of 1975 a telephone conversation took place between ESSER and JENSEN and ASHTON at which time ESSER and JENSEN offered to purchase all of the stock of PLACET, INC., a Minnesota corporation, for $100,000.00, payable $10,000.00 down with the balance in monthly installments of $1,200.00. In addition, ASHTON would be employed by the corporation for seven (7) years under a written employment contract. ASHTON accepted the offer and he was advised by ESSER and JENSEN to come to Minneapolis, Minnesota to close the deal. ASHTON was further told by ESSER and JENSEN that he did not need an attorney inasmuch as ESSER had a brother who was a lawyer and who would prepare the papers without cost. ASHTON was told by ESSER and JENSEN that they would have papers drawn and ready when he got to Minneapolis according to the oral agreement. ASHTON did not consult an attorney.

6. ASHTON arrived in Minnesota on March 13, 1975 and went to the apartment of ESSER and JENSEN to close the sale. All instruments incident to the closing were prepared by ESSER and JENSEN, and they were as follows:

(a) An Employment Agreement between PLACET, INC., a Minnesota corporation, and JON ASHTON wherein and whereby ASHTON was employed for the seven year period from April 1, 1975 through March 31, 1982, with ASHTON to receive thereunder a draw of $3,000.00 per month against 5% of the net sales sold by the corporation.
(b) A "Hold Harmless and Indemnity" Agreement running from JON ASHTON to RAYMOND J. ESSER and RICHARD I. JENSEN wherein and whereby ASHTON agreed to hold ESSER and JENSEN harmless from liability from any undisclosed taxes or other liabilities.
(c) An "Expense Agreement" which as drawn provided for payment to ASHTON of $1,200.00 per month for expenses. In paragraph 2 of the "Expense Agreement" RAYMOND J. ESSER and RICHARD I. JENSEN are referred to as the buyers of PLACET, INC.

7. ASHTON was told that ESSER and JENSEN wanted to pay for the stock purchase in the form of expenses to be paid under the "Expense Agreement"; ASHTON had no objection. The "Expense Agreement" was changed by ESSER by interlineation to read that ASHTON would receive "Four Thousand Dollars ($4,000.00) per month for the first three (3) months and 73 1/3 months at $1,200.00 per month for a total of $100,000.00." The Court finds that said $100,000.00 to be paid under said Expense Agreement was intended to evidence payment for ASHTON'S stock and was not intended to be true "expenses". *407 The Court further finds that said $100,000.00 obligation was intended to be unconditional and not dependent upon whether or not ASHTON was an employee of the corporation in the future.

8. The papers were signed that day and copies given to ASHTON. In addition, that same day ASHTON paid DONALD SCHNOBRICK, the owner of 11% of the PLACET, INC. stock, $11,000.00 in order to free up the stock. At the closing on March 13, 1975, ASHTON demanded that ESSER and JENSEN execute a Promissory Note evidencing the $100,000.00 obligation for his stock. They promised to give him one, and a Note signed by ESSER and JENSEN and PLACET, INC. was subsequently delivered to ASHTON. The Court finds that it was the agreement of the parties and ASHTON was led to believe by ESSER and JENSEN that he was, in fact, selling his stock in PLACET, INC., a Minnesota corporation, for the sum of $100,000.00 and that said $100,000.00 payment was unconditional and would be paid in installments of $4,000.00 for three (3) months and then $1,200.00 for 73 1/3 months and that said obligation would be evidenced by an unconditional Promissory Note. In fact, the Promissory Note, as drafted by ESSER and JENSEN, referred to the Employment Agreement and Expense Agreement, and the Expense Agreement provided that it would be in full force and effect for the period of time contained in the Employment Agreement. The Court finds that the said "Expense Agreement" and Promissory Note as drafted by ESSER and JENSEN were ambiguous and that the true intention of the parties was that ASHTON would be paid $100,000.00 for the stock in the installments set forth in the "Expense Agreement" and that in the event of default, ASHTON could sue for the unpaid balance.

9. The Court finds that ESSER and JENSEN represented to ASHTON that they would draft the closing papers in accordance with the parties' oral agreement for sale and during the closing meeting in ESSER and JENSEN's apartment in Minnesota, they represented to ASHTON that the papers were so drawn. The Court finds that the legal nuances in the note and "Expense Agreement" which tied the note and Expense Agreement to the Employment Agreement were beyond the comprehension of anyone not trained in the law. The Court finds that the parties did not as maintained by ESSER and JENSEN agree that ASHTON was selling his stock to ESSER and JENSEN for $1.00. The evidence is clear and convincing that either the note and Expense Agreement did not reflect the true intent and agreement of the parties in respect to making the payment of the $100,000.00 dependent upon ASHTON's continued employment or in the alternative, if ESSER and JENSEN intended in drawing the closing papers that the payment of the $100,000.00 to ASHTON be dependent upon his continued employment, then their actions were clearly fraudulent as to ASHTON.

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11.

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Bluebook (online)
368 So. 2d 404, Counsel Stack Legal Research, https://law.counselstack.com/opinion/placet-inc-v-ashton-fladistctapp-1979.