In March 2002, Finnin, McPherson, and Wright (FMW) approached Lindsay about selling his Honda Toyota dealership. Negotiations continued over the next few months, and the agreement was drafted in writing. The parties then made several suggestions, modifications, and counterproposals to the draft. On August 13, 2002, a few final changes to the agreement were discussed between the lawyers for the parties. On August 13 or 14, the legal assistant who worked for Lindsay's lawyer sent a letter to FMW's attorney enclosing a revised agreement for the sale of Lindsay's stock. This copy contained all of the corrections previously discussed and Lindsay signed it. Upon receipt of the agreement, the plaintiffs' attorney noticed two errors that did not conform to the parties' intent. The parties had previously agreed that the plaintiffs would pay $1.1 million for the stock. The purchase price provision of the agreement stated the correct amount. However, Exhibit A to the agreement still stated that the purchase price was $700,000. Second, the agreement made reference to another agreement for the sale of goodwill between the parties that had since been incorporated into the agreement for the sale of stock. FMW's attorney contacted Lindsay's attorneys, and they discussed the errors. On August 19, 2002, Lindsay's attorney wrote to FMW's lawyer, suggesting that FMW's lawyer send the draft back and he would send FMW a corrected version of the agreement. However, FMW's lawyer never returned the contract. On the morning of August 22, Lindsay telephoned Finnin and informed him that he had received another offer from a third party. FMW's attorney recommended that the three partners sign the agreement and return it. Finnin called Lindsay and told him that FMW intended to go through with the deal. That same day, FMW's attorney made the previously discussed changes to the written agreement by striking out the incorrect purchase price and inserting the correct amount of money in Exhibit A and by removing all references to the "agreement for the sale of goodwill." FMW then initialed the corrections, signed the agreement, and returned the contract to Lindsay's attorney. Lindsay refused to sell the dealership to FMW, and FMW sued Lindsay for breach of contract.
Was a contract formed in this case?

  • CreatedJuly 16, 2014
  • Files Included
Post your question