Harrison Epperly operated United Brake Systems in Indianapolis, Indiana, and wanted to open a similar store in

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Harrison Epperly operated United Brake Systems in Indianapolis, Indiana, and wanted to open a similar store in Nashville. He offered Kenneth Jarrett a job as manager, promising six months’ severance pay if the store was not profitable in six months, and 49 percent ownership if he managed the new store for 10 years. Jarrett agreed, but the two men never put the deal in writing. Under Jarrett’s management, the Nashville branch grew dramatically. After four years of renting space, the company purchased the land and buildings it used. Epperly periodically acknowledged his promise to make Jarrett 49 percent owner of the Nashville branch, and from time to time, he mentioned the arrangement to other workers. But after 10 years, Epperly sold United Brake, which had grown to 23 branches, to another company for $11 million. Jarrett sued Epperly for 49 percent of the Nashville branch. The trial court awarded Jarrett $812,000. Epperly appealed. Is Jarrett’s contract with Epperly barred by the Statute of Frauds? Argument for Epperly: This alleged contract is unenforceable for two reasons. First, the agreement includes real estate; namely, the valuable land and buildings the company uses. A contract for the sale of any interest in land is unenforceable unless written. Second, the contract could not have been performed within 1 year. If there was a deal, then by Jarrett’s own words, the parties intended it to last 10 years. And 10 years’ work cannot be performed in 1 year. Argument for Jarrett: The agreement had nothing to do with land. Jarrett and Epperly agreed that Mr. Jarrett would obtain a 49 percent ownership of the Nashville branch. At the time they made that agreement, the Nashville branch had no real estate. There is no rule saying that a valid contract becomes invalid because a corporation acquires some land. The “not in one year” argument also misses the point. The primary obligation was to open the branch and manage it for six months. If it was not profitable, Mr. Jarrett would immediately receive six months’ severance pay, and the contract would be fully performed by both parties in less than a year. Finally, Epperly made a binding commitment, and Mr. Jarrett relied. Promissory estoppel prohibits Mr. Epperly from using deceit to profit.

Corporation
A Corporation is a legal form of business that is separate from its owner. In other words, a corporation is a business or organization formed by a group of people, and its right and liabilities separate from those of the individuals involved. It may...
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Business Law and the Legal Environment

ISBN: 978-1111530600

6th Edition

Authors: Jeffrey F. Beatty, Susan S. Samuelson, Dean A. Bredeson

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