Rockdale Cable T.V. Co. v. Spadora

• Decision Date: 02 July 1981
• Docket Number: No. 80-455,80-455
• Parties: , 53 Ill.Dec. 171, 33 UCC Rep.Serv. 167 ROCKDALE CABLE T.V. CO., a Domestic Corporation, Plaintiff-Appellant, v. George A. SPADORA, Community Electronics Systems, Inc., and Teleprompter Cable Systems, Inc., Defendants-Appellees.
• Court: United States Appellate Court of Illinois

Page 555

423 N.E.2d 555

97 Ill.App.3d 754, 53 Ill.Dec. 171,

33 UCC Rep.Serv. 167

ROCKDALE CABLE T.V. CO., a Domestic Corporation, Plaintiff-Appellant, v. George A. SPADORA, Community Electronics Systems, Inc., and Teleprompter Cable Systems, Inc., Defendants-Appellees.

No. 80-455.

Appellate Court of Illinois, Third District.

July 2, 1981.

Stephen M. Masters, Robson, Masters, Ryan, Brumund & Belom, Joliet, for plaintiff-appellant.

Lawrence C. Gray, Galowich & Galowich, Joliet, for defendants-appellees.

SCOTT, Presiding Justice:

The appellant here, Rockdale Cable T.V. Co. (hereinafter Rockdale), filed an action in the Circuit Court of Will County seeking to recover damages allegedly due as a result of a breach of contract. Named as defendants in the said action were the appellees, George A. Spadora, Community Electronics Systems, Inc., and Teleprompter Cable Systems, Inc. (hereinafter Spadora, Community and Teleprompter, respectively). In a bench trial in the court below, a judgment was entered against the appellant, and it now seeks our review.

In 1977, Community was a subsidiary of Teleprompter and the owner of 63/4 acres of land near Joliet, Illinois, upon which was located a cable television tower, two small buildings and certain headend electronic equipment. According to the testimony of appellant's agent, Arthur A. Kraus (hereinafter Kraus), Teleprompter and Community were ceasing operations in the Joliet area, and in the process of closing up operations sought to sell the Joliet property. On behalf of Rockdale, Kraus by letter offered to purchase for $20,000 the "Joliet Cable T.V. Tower Site" with the understanding "that the two small buildings and TV Tower intact (were) a part of this real estate purchase." Following an apparent period of negotiation, Kraus sent Spadora, an agent for Teleprompter and Community, the following telegram:

"In reference to our phone conversation this is to confirm our offer at $22,400. We will be forwarding a certified check for ten percent."

The telegram was dated March 25, 1977.

The March 25th offer was subsequently accepted, and five days later Community executed a quit claim deed to the 63/4 acres of real estate as well as a bill of sale containing the following paragraph:

"1. Seller hereby grants, bargains, sells, assigns, transfers, conveys and sets over unto Buyer, free and clear of liens, liabilities, obligations, encumbrances, security interests, and interest of other persons of every kind and nature, all Seller's right, title and interest, of every kind and nature, in and to all improvements present on that certain parcel of real estate described on the Deed annexed hereto as Exhibit A, the Joliet headend site, including the headend, tower and all headend electronics."

The purported sale of the headend electronics resulted in the current dispute.

The court below was advised that headend electronic equipment is that equipment necessary to make the cable television tower functional. Kraus testified that when he offered on behalf of Rockdale to purchase the Joliet site intact, his offer was intended to include all headend electronic equipment. Indeed, the Bill of Sale executed by Community transfers all the Seller's right, title and interest in such equipment. Sometime later, however, Rockdale allegedly learned for the first time that all of the headend electronic equipment had been sold by Community to City Communications, Inc. (hereinafter City), said sale having been made more than a month prior to Rockdale's March 25th offer.

Community's Agent, Spadora, recalls events somewhat differently than as alleged and testified to by Rockdale's Kraus. According to Spadora, certain of the subject equipment at the Joliet site was unwanted by either Community or City, and on March 21, 1977, he informed Kraus of this fact and offered to transfer the title of this abandoned equipment to Rockdale in the Bill of Sale for the Joliet site. Further, Spadora testified during appellant's case in chief that the sale of the "TV Tower intact" was not understood to include the sale of the tower with all headend electronic equipment.

Rockdale's instant suit for breach seeks money damages for the value of the equipment it allegedly contracted to purchase but failed to receive. Appellant's theory is that the documents before the court, taken together, comprise a written contract for the purchase of the headend electronic equipment. At the close of Rockdale's presentation of evidence, the appellees moved for a judgment under Illinois Revised Statutes 1979, chapter 110, paragraph 64(3). That motion was granted and the judgment is now presented for our review.

Rockdale urges that the bill of sale, the correspondence of the parties, the telegram, and the payment drafts constituted a written contract for the sale of the headend equipment, and the failure to deliver same constituted a prima facie breach of contract. According to the law governing the sale of personal property, the final writing of the contracting parties, in this case the bill of sale, may be explained or supplemented with evidence of consistent additional terms unless the final writing is found to be a complete and exclusive statement of the parties' agreement. (Ill.Rev.Stat.1979, ch. 26, par. 2-202.) No such finding appears of record here, so we conclude that Rockdale correctly asserts that the final writing, the bill of sale, may be explained or supplemented with evidence of other terms, so long as those terms are consistent with the terms of the final writing. Rockdale concludes that because the bill of sale transferred "all headend electronics" as those words were explained by the letter offer to purchase the TV tower "intact", we must find that the agreement of the parties calls for the transfer of all equipment necessary to make the tower operational.

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