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Apple's Mobile Catering, LLC v. O'Dell

May 28, 2010

APPLE'S MOBILE CATERING, LLC, AN IDAHO LIMITED LIABILITY COMPANY, PLAINTIFF-RESPONDENT,
v.
THOMAS O'DELL AND SHEILA O'DELL, HUSBAND AND WIFE, DEFENDANTS-APPELLANTS.



Appeal from the District Court of the Seventh Judicial District of the State of Idaho, in and for Custer County. The Hon. Brent J. Moss, District Judge.

The opinion of the court was delivered by: Eismann, Chief Justice.

2010 Opinion No. 57

The judgment of the district court is affirmed.

This is an appeal from a judgment in favor of the purchaser of goods under a written contract that the parties had orally modified. Because the contract, as orally modified, had been fully performed, we hold that its enforcement was not barred by the statute of frauds and affirm the judgment.

I. FACTS AND PROCEDURAL HISTORY

Thomas and Sheila O‟Dell (Sellers) owned a mobile catering business providing meals to wildland firefighters. In July 2001, Sellers and Apple‟s Mobile Catering, LLC, (Buyer) entered into a written contract entitled "Asset Purchase Agreement" under which Sellers agreed to sell and Buyer agreed to purchase the assets of the mobile catering business, including vehicles, tractors, trailers, and inventory, for the sum of $340,000. Buyer paid $65,000 as a down payment and signed a promissory note for the balance. The note was payable at the rate of $1,829.69 per month for sixty months, with a balloon payment in the amount of the remaining balance payable on June 30, 2006. The unpaid balance of the promissory note was secured by the equipment. The Sellers had new titles to the vehicles issued showing Buyer as owner and Sellers as lienholders.

In the Asset Purchase Agreement, Sellers represented that "as of June 21, 2001, the subject vehicles, equipment and other property have complied with the minimum standards, regulations and/or requirements of the National Interagency Fire Center." After the sale closed, Buyer discovered that the equipment and vehicles did not comply with those standards, regulations and/or requirements. In order to resolve the dispute regarding the condition of the equipment and vehicles, Sellers and Buyer orally agreed in the summer of 2002 that Sellers would reduce the purchase price to $130,000 and that Buyer would pay the reduced price at an accelerated rate, making payments as requested by Sellers.

The parties fully performed the Asset Purchase Agreement as modified by their settlement agreement. In June 2003, Buyer made the last payment. In May 2004, Sellers signed the titles to the vehicles to release their liens and delivered the titles to Buyer. When Buyer later took the titles to the Department of Transportation to have new titles issued, it discovered that Sellers had obtained duplicate titles from the Department, contending that they had lost the original titles. The duplicate titles still showed Sellers as lienholders, and the Department refused to issue Buyer new titles that did not show Sellers as lienholders. Sellers refused to allow such new titles to be issued.

On September 28, 2007, Buyer instituted this lawsuit seeking a declaratory judgment that Buyer has paid Sellers all sums owing under the Asset Purchase Agreement, that Buyer owns the vehicles free of any lien or other interest of Sellers, and that the financing statement signed by Buyer is of no further effect. Both parties moved for summary judgment, and the district court granted summary judgment in favor of Buyer. After the court denied Sellers‟ motion for reconsideration, Sellers appealed.

II. ISSUES ON APPEAL

1. Did the district court err in granting summary judgment on the theory of accord and satisfaction?

2. Is the oral settlement agreement unenforceable because of the statute of frauds?

3. Is Buyer entitled to an award of attorney ...


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