In 2008, Ghahan, LLC, entered into a management agreement with Palm Steak House, LLC, to manage and

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In 2008, Ghahan, LLC, entered into a management agreement with Palm Steak House, LLC, to manage and invest in a nightclub. Nick Hasan and Steve Roumaya, two of Ghahan’s owners, represented Ghahan in its dealings with Palm Steak. Roumaya believed Thomas Farese was a part owner of Palm Steak because he was the only person Roumaya dealt with in matters relating to the club. By 2011, Ghahan had invested over a million dollars in the club, which was doing well.

In April of 2011, Roumaya began negotiating with Hasan and other Ghahan partners to buy out their interests so that Roumaya could own outright all of the properties under Ghahan’s control. Right after those negotiations began, Roumaya separately asked Farese if he wanted to terminate the management agreement under which Ghahan operated the strip club. Farese discussed the possible termination with Hasan and Roumaya. As part of these discussions, Roumaya conveyed to Farese that he intended to buy out Hasan’s interest in Ghahan, and Farese never objected to this plan. On May 27, 2011, Farese texted Roumaya, indicating he agreed to pay \($675,000\) at 5.5 percent interest to terminate the agreement. Roumaya believed Farese was agreeing on behalf of Palm Steak to buy out the management agreement.

Farese emailed Roumaya a modified termination agreement. The agreement contained language indicating it came from Palm Steak. At that point, Roumaya thought he had a deal to terminate the management agreement for \($675,000.\) Palm Steak never paid any of the \($675,000\) owed under the Termination of Management Agreement. Ghahan sued Palm Steak, arguing that Farese had actual or apparent authority to bind Palm Steak in the agreement. Do you agree with that argument? How did the court rule?

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Dynamic Business Law

ISBN: 9781260733976

6th Edition

Authors: Nancy Kubasek, M. Neil Browne, Daniel Herron, Lucien Dhooge, Linda Barkacs

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