Braaten v. Midwest Farm Shows, C9-84-1351
| Decision Date | 15 January 1985 |
| Docket Number | No. C9-84-1351,C9-84-1351 |
| Parties | Steven D. BRAATEN, Appellant, v. MIDWEST FARM SHOWS, etc., et al., John Thill, Jr., etc., Respondents. |
| Court | Minnesota Court of Appeals |
Syllabus by the Court
Specific performance cannot be ordered to compel the performance of an agreement to sell a partnership interest to a new partner, where the partnership is for an indefinite term and can be dissolved at any time.
Scott Richardson, Richardson & Richardson, Austin, for appellant.
James H. Manahan, Manahan, Partridge, Kurzman & Shapiro, Mankato, for respondents.
John Thill, Jr., pro se.
Considered and decided by RANDALL, P.J., and HUSPENI and FORSBERG, JJ., with oral argument waived.
This is an appeal from summary judgment entered in favor of Midwest Farm Shows and John K. Riles on appellant's claim for specific performance. The claim concerns an alleged oral agreement to sell an interest in the partnership to appellant. Summary judgment was ordered based on the statute of frauds and lack of authority to bind the partnership. We affirm on other grounds.
Midwest Farm Shows is a partnership formed in 1982 by Tommy Martin, John K. Riles, and John Thill, Jr. As stated in the partnership agreement, signed November 1, 1982, it was formed "for the purpose of developing, promoting and operating farm trade shows in the Midwest." The partnership put on a farm show in Peoria, Illinois in December, 1982, and a show in South Bend, Indiana in February, 1983.
Appellant Steven Braaten worked on both of these shows, earning a weekly salary as well as a share of the gross profits. For the South Bend show, he received a 25% share, equal to that of each partner. He claims that the partners promised him an interest in the partnership when one of them withdrew or retired.
In April, 1983, partner Tommy Martin indicated his intention to withdraw, and a buy-out agreement was negotiated. Braaten claims that terms of this agreement were reached on April 15, a Friday, but a written agreement could not be drafted for signature until the following Tuesday.
On April 16, a Saturday, Riles met with Thill. Both partners agree that they discussed the Martin buy-out agreement. Thill stated that they also discussed inviting Braaten to buy into the partnership. Following the meeting, Thill drove to the Braaten home, where he presented an offer, by which Braaten would pay $20,000 over a four-year period, out of his share of the trade show profits.
Braaten accepted this offer the following day in a conversation with Thill. The buy-out agreement, which was signed on April 21, provided that the remaining partners would pay Martin $20,000 plus 10 per cent of the gross profits of the Peoria and South Bend shows through 1987. Riles, at some point during the week, informed Braaten that he had "changed his mind" about offering him an interest in the partnership. Shortly thereafter, Braaten stopped working for the partnership.
Did the trial court err in ordering summary judgment for the partnership and Riles?
The trial court based its order granting summary judgment on the statute of frauds and the lack of authority for Riles and Thill to bind the partnership to an agreement to let in Braaten. The court found enforcement of the contract barred by the statute requiring contracts not capable of performance within a year to be evidenced by a writing. Minn.Stat. Sec. 513.01(1) (1982). The court also found applicable the statute of frauds for the sale of personal property. Minn.Stat. Sec. 336.1-206 (1982). Finally, the trial court determined that the approval of Martin was required for the agreement with Braaten.
Appellant by this action seeks an order of specific performance of the contract,
thereby requiring defendants to take in plaintiff as an equal partner subject to plaintiff's obligation to pay a total of $20,000.00 * * *.
No damages are sought.
The partnership agreement provides for a partnership of indefinite duration. The agreement includes provisions for payment of partners upon death or retirement, which extend payment up to 5 years, out of profits of future shows, upon the apparent assumption of partnership continuation. These provisions are similar to the buy-out agreement with Martin, which gives him a percentage of profits for a five-year period. The partnership agreement, however, provides as follows:
If the partnership business is terminated as a result of a sale or liquidation, the liability of the continuing partners [for payments to the retiring partner] shall terminate upon such sale or liquidation.
We do not interpret the buy-out...
To continue reading
Request your trial
-
Glacial Plains Coop. v. Chippewa Valley Ethanol Co., A16-1626
...Hayes v. Northwood Panelboard Co. , 415 N.W.2d 687 (Minn. App. 1987), review denied (Minn. Jan. 28, 1988), and Braaten v. Midwest Farm Shows , 360 N.W.2d 455 (Minn. App. 1985). These cases are not helpful to our analysis.In Hayes , this court held that a district court properly instructed a......
-
Sand v. Sand
...error in the result. "A decision is not to be reversed if it is correct although based on incorrect grounds." Braaten v. Midwest Farm Shows, 360 N.W.2d 455, 457 (Minn.Ct.App.1985) citing Cambern v. Hubbling, 307 Minn. 168, 238 N.W.2d 622 2. We agree that appellant has failed to meet her bur......
-
Plainview Milk Products Co-Op. v. Marron Foods, Inc.
...or which may be implied, is terminable by either party at will upon reasonable notice to the other."); Braaten v. Midwest Farm Shows, 360 N.W.2d 455, 457 (Minn.Ct.App. 1985) ("Where no definite time is fixed for the continuance of a partnership, it continues at the will of the partners[.]")......
-
Jones v. Evenstar Book Store, Inc., No. A05-863 (MN 1/10/2006)
...material facts and summary judgment was proper, albeit not on the grounds stated by the district court. See Braaten v. Midwest Farm Shows, 360 N.W.2d 455, 457 (Minn. App. 1985) (stating a decision is not to be reversed if it is correct although based on incorrect grounds). Based on the reco......