Question

Case: Jannusch v. Naffziger - 379 Ill. App. 3d 381, 318 Ill. Dec. 480, 883 N.E.2d 711 (2008)

Facts: Gene and Martha Jannusch owned Festival Foods, which served snacks at events throughout Illinois and Indiana. The business included a truck, servicing trailer, refrigerators, roasters, chairs, and tables.

Lindsey and Louann Naffziger orally agreed to buy Festival Foods for $150,000, the deal including all
the assets and the opportunity to work at events secured by the Jannuschs. The Naffzigers paid $10,000 immediately, with the balance due when they received their bank loan. They took possession the next day and operated Festival Foods for the remainder of the season.

In a pretrial deposition, Louann Naffziger acknowledged orally agreeing the buy the business for $150,000. (Her admission under oath made the lack of a written contract irrelevant.) However, she could not recall making the agreement on any particular date. Gene Jannusch suggested the parties sign something, but the Naffzigers replied that they were “in no position to sign anything” because they had received no loan money from the bank and lacked a lawyer. Lindsey admitted taking possession of Festival Foods, receiving the income from the business, purchasing inventory, replacing equipment, and paying taxes and employees.

Two days after the business season ended, they returned Festival Foods to the Jannusches, stating that the income was lower than expected. The Jannusches sued. The trial court ruled that there had been no meeting of the minds and hence no contract. The Jannusches appealed.

Issue: Did the parties form a contract?

Question: Which law applied to the sale of the business – the UCC or common law?

Question: Did the court find that a contract had been created?

Answer 1

The Naffzigers claimed that the deal was not sufficiently definite to be enforceable. Are they correct?

No. The posting was not sufficiently definite to be an offer. The posting included information about the position title, summary, and minimum requirements, but it did not include important information such as a salary or start date. Also, the language of the posting made it clear that it was only soliciting responses from people who might want to be included in an applicant pool. The court stated that, “it did not give Watson the power of acceptance, and his response could not alone consummate a bargain.” Thus, no implied contract was formed in this case. Watson v. Public Service Co., 207 P.3d 860 (Colo. Ct. App. 2009)