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Curran v. Ruffing
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MAINE SUPREME JUDICIAL COURT					Reporter of Decisions
Decision:	2002 ME 48
Docket:	Ken-01-268
Argued:	March 6, 2002
Decided:	March 28, 2002

Panel:SAUFLEY, C.J., and CLIFFORD, RUDMAN, DANA, J.J.


								

JOSEPH C. CURRAN

v.

JOHN B. RUFFING ET AL.

DANA, J.

	[¶1]  	John B. and Marcia Ruffing appeal from the judgment entered in
the Superior Court (Kennebec, Marden, J.) following a jury's verdict in favor of
Joseph C. Curran on his claim for breach of contract in the sale of the
Ruffings' business, Ruffing Associates.  The Ruffings assert that the Superior
Court erred by denying their motion for judgment as a matter of law, and by
admitting Curran's testimony regarding special damages and lost profits.
Because the condition precedents were not met, we find that the Superior
Court erred in denying the Ruffings judgment as a matter of law and vacate the
judgment.{1}

I. CASE HISTORY

	[¶2]	  In August 1994, the Ruffings decided to sell their workers'
compensation case management services company, Ruffing Associates, and
entered into a brokerage agreement with Edward Mallett, owner of Maine
Restaurant Exchange, LTD.  In May 1995, Mallett introduced Joseph C.
Curran, a potential buyer to the Ruffings.  On May 15, 1995, Curran made an
offer and the Ruffings rejected it.  Negotiations were rekindled and on May 27,
1995, the parties signed an "Offer to Purchase" that included an attachment
that was labeled Amendments/Contingencies to Offer to Purchase Contract. 
	[¶3]	  The Offer to Purchase agreement lists, among other provisions, 

24.e  The closing date shall be June 9, 1995, and is
subject to Sellers agreement to provide Seller financing
to the Purchaser.  The terms of which are indicated
under #3.f of this Offer to Purchase Contract.{2}

24.h  Seller financing provided to the Purchaser shall
be subject to Purchaser's credit worthiness. . . .

24.j  Purchaser and Seller shall execute a mutually
satisfactory indemnification agreement at closing . . . .
 
24.s  If Purchaser is unable to meet and/or secure any
one of the above named provisions to include Seller
financing mentioned in number 3.f, 3.g and 24.h of the
Offer to Purchase Contract dated May 27, 1995, then
this Offer to Purchase contract shall be null and void
and all the Purchaser's deposits shall be returned in
full to Purchaser within five business days of the
termination of this contract.

It also provides that the closing documents were to be delivered to Curran by
May 31, 1995.  The Ruffings' attorney delivered the closing documents that
included an "Agreement of Sale" on June 8.  The scheduled June 9 closing did
not occur.  Curran objected to provisions of the Agreement of Sale that
addressed (1) operation and control, (2) the scope of the non-compete
provision, (3) the method for determining the amount of annual principal
reduction payments, (4) the costs of financing document preparation, (5) the
date monthly installment payments were to commence, (6) right to cure,
(7) indemnification obligations, and (8) the acceleration clause with regard to
the payment plan.  Negotiations ensued and additional closing dates were
scheduled; the parties, however, never reached an agreement and the Ruffings
ultimately terminated negotiations. 
	[¶4]	  On January 16, 1996, Curran filed a single count breach of
contract claim (Count 1) later amending it to include claims for promissory
estoppel (Count II) and bad faith (Count III).  In May and June 1998, the
parties filed cross motions for summary judgment on all three counts.  The
Ruffings asserted that the Offer to Purchase contained conditions precedent
that had to occur prior to the agreement becoming final and enforceable.  
Curran contended that the Offer to Purchase was a valid, complete and
enforceable contract.  In an order dated March 19, 1999, the Superior Court
(Marden, J.) denied the parties cross-motions for summary judgment on the
breach of contract count and granted the Ruffings request for summary
judgment as to the claims for promissory estoppel and bad faith. 
	[¶5]		On March 13, 2000, the breach of contract count was tried to a
jury.  The Ruffings moved for judgment as a matter of law at the close of all the
evidence.  The Superior Court denied it.  By agreement of the parties, the
matter was submitted to the jury in the form of interrogatories.  On March 28,
2000, the jury returned a verdict in Curran's favor, finding that the parties
entered into a contract, that the Offer to Purchase did not contain a condition
precedent to performance, the Ruffings breached the Offer to Purchase, that
Curran did not waive the breach, and that Curran suffered damages in the
amount of $45,000 "that were specifically within the contemplation of the
parties."
	[¶6]	  On March 30, 2000, the Superior Court entered judgment on the
jury verdict, and on April 7, 2000, the Ruffings filed a post-judgment motion
for a judgment as a matter of law.  A hearing was held on June 6, 2000, and,
again on March 29, 2001, the Superior Court denied the Ruffings motion for
judgment as a matter of law and affirmed the judgment of March 30, 2000.  It
is from this judgment that the Ruffings timely appeal.   

II. DISCUSSION

	[¶7]	  "We review the denial of a motion for judgment as a matter of law
'to determine if any reasonable view of the evidence and those inferences that
are justifiably drawn from that evidence supports the jury's verdict.'"  Budzko v.
One City Ctr. Assocs. Ltd. P'ship, 2001 ME 37, ¶ 9, 767 A.2d 310, 313 (quoting
Larochelle v. Cyr, 1998 ME 52, ¶ 6, 707 A.2d 799, 801).  "A party seeking
judgment as a matter of law after trial 'has the burden of establishing that the
adverse jury verdict was clearly and manifestly wrong.'"  Id. (quoting Maine
Energy Recovery Co. v. United Steel Structures, Inc., 1999 ME 31, ¶ 5, 724 A.2d
1248, 1250). 
	[¶8]	  The Ruffings argue that the formation of a binding contract did
not occur because the condition precedents set out in paragraph 24(e), (h), (j),
and (s) were never met.  Curran asserts that there was sufficient evidence for a
jury to conclude that the Offer to Purchase was a "valid, complete, and
enforceable contract."  
	[¶9]	  Contrary to Curran's contentions, the record does not support
the finding that the Offer to Purchase was a valid, complete, and enforceable
contract.  See Forrest Assocs. v. Passamaquoddy Tribe, 2000 ME 195, ¶ 10, 760
A.2d 1041, 1045 (stating that an agreement to work toward an agreement is not
an enforceable contract). The Offer to Purchase stated that (1) the closing was
subject to the sellers agreement to provide seller financing, (2) seller financing
depended on Curran's credit worthiness, (3) a mutually satisfactory
indemnification agreement be reached at closing, and (4) if Curran was "unable
to meet/or secure" any provisions, including seller financing, then the Offer to
Purchase was null and void.  These provisions are condition precedents to the
existence of a binding contract.  They serve to protect the Ruffings with respect
to their consideration of seller financing.  When the parties were unable to
agree on the seller financing and indemnification provisions of the Agreement
of Sale, the Offer to Purchase became null and void.  Thus, the court should
have granted the Ruffings a judgment as a matter of law and the jury's verdict
finding that the Ruffings breached an enforceable contract was clearly and
manifestly wrong.
	The entry is:
			Judgment vacated.
Attorneys for plaintiff:

Gregory R. Smith, Esq. (orally)
William H. Leete Jr., Esq.
Leete & Lemieux, P.A.
P O Box 7740
Portland, ME 04112-7740

Attorney for defendants:

Robert J. Stolt, Esq.  (orally)
Lipman & Katz, P.A.
P O Box 1051
Augusta, ME 04332-1051