B & B Equipment Co. v. Bowen
|B & B Equipment Co. v. Bowen|
|Court||Missouri Court of Appeals, Western District|
|Citation||581 S.W.2d 80 (1979)|
Plaintiff entered into a contract with Bowen under which Bowen would become an equal participant in plaintiff’s business for $15,000. Defendant paid $2,500 to plaintiff and a promissory note off $12,500 with interest. When those payments totaled $12,500 plus the interest, plaintiff was to deliver to defendant 100 shares of stock in the company. Defendant Bowen was also to assume primary responsibility in the corporate record keeping of the company. Bowen became engaged in outside business activities, and spent less time working for the company. He was discharged from the company, and they tendered his money paid up until this point plus dividends from the stock.
Plaintiff filed suit to obtain a judgment declaring its right to terminate a contract under which the defendant was to purchase 100 shares of the corporate stock. Trial court rendered declaratory judgment as prayed by plaintiff and defendant appeals.
- Whether the breach was a substantial part of the contract or incidental to the major purposes of the contract.
- Whether the plaintiff can reasonably anticipate breach by the defendant or should be required to allow him more time to fulfill his obligations.
Holding/Decision: Judgment affirmed for the plaintiff.
- The intent of the contract was for the defendant to contribute valuable services to the company, and was not based on the necessity of capital offered by Bowen.
- Because his performance was partial but defective, and plaintiff made protest and gave fair warning concerning the unacceptability of his performance, they are not required to give him more time to fulfill his obligations.