Tuesday, December 3, 2013

B & B Equipment Co. v. Bowen case brief

B & B Equipment Co. v. Bowen case brief summary
581 S.W.2d 80 (1979)


CASE SYNOPSIS
Defendant employee sought review of a judgment of the Circuit Court of Randolph County (Missouri) that declared the right of plaintiff corporate employer to terminate a contract under which the employee was entitled to purchase shares of the corporate stock. The trial court denied the employee's counterclaim for a declaration that the contract was valid and subsisting and that he had a continuing right to purchase the shares.

CASE FACTS
The corporate business was run by three "partners" who were equal stockholders in the corporation. When one of the partners wanted to retire, they entered into an oral agreement with the employee whereby the employee would become an equal participant in the business in place of the retiring partner. Because the employee could not pay for the retiring partner's stock, the corporation bought the stock and agreed to sell it to the employee over time. The employee assume various responsibilities and to devote his full time and attention to the corporate business. Before the employee completed the purchase of the stock, dissatisfaction developed and he was discharged.

DISCUSSION

  • On appeal, the employee argued that the employers were not entitled to rescission because any breach on his part did not go the very substance of the contract and that the major purpose of the contract was the sale of the corporate stock. 
  • The court, however, found that the employers wanted the employee's services, not his money and that his failure to adequately perform his duties constituted a material breach warranting rescission.

CONCLUSION
The court affirmed the declaratory judgment in favor of the employer except as to the amount to be paid to the employer by the employee. The court remanded to the trial court for the purpose of determining the amount to be paid by the employee.

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