Daniel Fox owned Fox & Lamberth Enterprises, Inc., a kitchen and bath remodeling business, in Dayton, Ohio. Fox leased a building from Carl and Bellulah Hussong. Craftsmen Home Improvement, Inc., also remodeled baths and kitchens. When Fox planned to close his business, Craftsmen expressed an interest in buying his showroom assets. Fox set a price of $50,000. Craftsmen’s owners agreed and gave Fox a list of the desired items and “A Bill of Sale” that set the terms for payment. The parties did not discuss Fox’s arrangement with the Hussongs, but Craftsmen expected to negotiate a new lease and extensively modified the premises, including removing some of the displays to its own showroom. When the Hussongs and Craftsmen could not agree on new terms, Craftsmen told Fox that the deal was off.
1. In Fox’s suit in an Ohio state court for breach of contract, Craftsmen raised the Statute of Frauds as a defense. What are the requirements of the Statute of Frauds? Did the deal between Fox and Craftsmen meet these requirements? Did it fall under one of the exceptions? Explain.
2. Craftsmen also claimed that the “predominant factor” of its agreement with Fox was a lease for the Hussongs’ building. What is the predominant-factor test? Does it apply here? In any event, is it fair to hold a party to a contract to buy a business’s assets when the buyer is unable to negotiate a favorable lease of the premises on which the assets are located? Discuss.