Common Set of Facts:
Amos Candy Company, Inc (“Amos”) is a company that manufactures and sells candy and candy-related products. Amos operates all aspects of its business from the large Amos Business Complex (“ABC”) which includes a factory, warehouse, shipping yard, distribution center, offices and retail storefront.
The founder of Amos is Yianni Amos (“Yianni”), a Greek immigrant, recently retired after successfully running the family-owned business for 50 years. Amos is now run by Yianni’s grandson Johnathan Amos (“Johnny”) as the CEO for the past year. Under Johnny’s management and modernization of the company production, marketing and online sales, Amos has tripled its profits and doubled its stock value over the past year. Before becoming CEO, Johnny attended ELAC because it was the only Community College that offered dual 2-year transfer degrees in Business and Law. Johnny completed his transfer degrees from ELAC 5 years ago, transferred to a prestigious local 4-year university for 2 years, then and earned an MBA in 2 years. Johnny has been working under his grandpa Yianni to learn the business since he started college 7 years ago.
Johnny has regularly been taking his grandpa Yianni to visit the Zimmerman Vineyard in Temecula California to do wine tasting for the past 4 years because grandpa Yianni says this specific vineyard property and wine uniquely remind him of the vineyards where he grew up in Greece.
The first time they visited Zimmerman Winery with his grandpa Yianni, Johnny told Mr. Zimmerman that he was a college student at a prestigious university in L.A. and he always dreamed of buying such a place for his grandpa to retire one day, and asked about the business profitability of running the winery. In response to Johnny’s business question during that first visit, Mr. Zimmerman stated, “Well sonny, its a lot of hard work and long days, but a very happy and peaceful lifestyle. You get to meet lots of good people and have interesting conversations, and drinking wine everyday is great! But after the costs of operation and all our living expenses to live here on the vineyard are paid, we clear an annual business profit from both the vineyard and our wine company of $30,000/year.
Every time Yianni and Johnny visited thereafter, Johnny asked the owners Mr. and Mrs. Zimmerman, who also lived there and ran the tours, if he could purchase the vineyard from them, to which Mr. and Mrs. Zimmerman had always declined. Mr. Zimmerman often replied with variations of “You barely look old enough to drink sonny… HaHa (laughter)” or “What would a whipper-snapper like you know about running a business sonny… HaHa (laughter)” or “A young city-slicker like you running this here farm… that’s a hum-dinger! HaHa (laughter)”.
During their most recent visit to the Zimmerman Winery, on the afternoon of Sunday, January 3, 2021, Yianni and Johnny were drinking wine with Mr. Zimmerman during the afternoon wine-tasting session. Johnny said to Mr. Zimmerman, “I’d like to purchase this vineyard and winery from you for $4,000,000.00, including all 20 acres of land, all the farming machinery and wine making equipment, your secret wine blend formulas kept locked in the winery safe, all the shares of Zimmerman Wine Company, Inc., the barn, house and all the barrels of wine on the premises… ‘lock, stock and barrel’.”
Mr. Zimmerman replied “If you’ll take Mrs. Z with you, its a deal! HaHa (laughter). Matter o’ fact you’ll have to take all the critters and varmints that come with the place! HaHa (laughter)”
“Mrs. Z” was the name of the milking cow on the vineyard, along with “Mr. Z” the goat, and some chickens and rabbits the Zimmermans kept in a small children’s petting zoo.
Johnny replied, “I’ll make sure all the animals are well cared for and remain on the vineyard for the rest of their natural lives.”
Mr. Zimmerman replied, “Sure, Sonny, if a whipper-snapper like you can come up with $4,000,000.00 its a deal! I’ll even eat my hat!”
Johnny replied, “Great! Then we have a deal. I’ll send over the E-documents with transaction details. Oh, and you don’t have to eat any hats.”
Mr. Zimmerman replied, “Sure sonny, send over whatever E-docuwahoozits you like.”
That same evening, Johnny sent the following email to the Zimmerman Wine Company email address:
“This email will confirm our agreement of this afternoon for me, Johnny Amos (buyer) to purchase the Zimmerman Winery and Zimmerman Wine Company, Inc. from Mr. and Mrs. Zimmerman (sellers) for the amount of $4,000,000.00. Purchase of the property know as the Zimmerman Winery will consist of all 20 acres of land, all the farming machinery and wine making equipment, all structures on the property including the barn, house and wine cellars, including all wine barrels on the premises. Purchase of the property will also include all the crops growing on the land and all the animals present on the property. Buyer agrees care for and maintain all the animals, and said animals shall remain on the premises, for the rest of their natural lives. Purchase of the Zimmerman Wine Company, Inc., shall include 100% ownership of the company and all formulas and recipes for wine blends of the Zimmerman Wine Company, Inc. and the sellers, Mr. and Mrs. Zimmerman. If you agree with these terms, please reply to this email with confirmation of your consent to our agreement.”
Mrs. Zimmerman opened and read the email at 10:00pm that same night. Mrs. Zimmerman woke Mr. Zimmerman who had passed out on his recliner chair after the long day of wine-tasting and hosting guests. Mrs. Zimmerman asked Mr. Zimmerman, “Did you talk to that young man Johnny about selling him our vineyard and winery? His email sounds very detailed. How long did you talk with him?”
Mr. Zimmerman replied, “Oh, we shot the crud around for a couple hours while doing wine tasting. Don’t worry about that. A young green-horn like him ain’t never gonna come up with that kind of money. Just tell him ‘Sure sonny, sounds good’. ”
Mrs. Zimmerman stated to Mr. Zimmerman, “I’m not sure about this… but $4,000,000.00 sure is a lot of money” and then replied to Johnny’s email typing exactly the words “Sure sonny, sounds good.”
Johnny received the Zimmerman’s email reply from the Zimmerman Winery, Inc. email address. The following day, Monday January 4, 2021, Johnny sold 40% of the stock shares in ownership of Amos for $4,000,000.00. Johnny also retained and paid $25,000.00 to the corporate law firm of Dewey, Cheatham and Howe, LLP (“Dewey, Cheatham and Howe” or “DCH”) to handle the transaction. Johnny also went out and hired a professional agri-business company to care for the animals and crops on the farm paying for 3 months in advance, the amount of $15,000.00.
That same day DCH opened a bonded escrow company, AAA Escrow, account #2021-12345 for which Johnny paid AAA escrow $10,000 to cover their services. Johnny then deposited $4,000,000.00 into the escrow. DCH also sent a same-day courier service hand-delivery certified letter with additional transactional documents to the Zimmerman’s at the Zimmerman Winery.
The letter from DCH stated: “This letter will serve to complete the transaction between our client, Johnny Amos (buyer) and Mr. and Mrs. Zimmerman (sellers), for the purchase of the Zimmerman Winery and Zimmerman Wine Company, Inc. as detailed in the email correspondence dated January 3, 2021, enclosed with this letter, please find Joint Escrow Instructions for escrow account #2021-12345 with AAA Escrow for your signature. Also enclosed, please find a deed we have prepared for transfer of title and ownership of the Zimmerman Winery property. Please execute the deed before a notary and deliver it to AAA Escrow. Also, please deliver all stock certificates, or a transfer of all shares, in Zimmerman Winery Company, Inc. to AAA Escrow. As indicated in the Joint Escrow instructions, AAA Escrow will deliver $4,000,000.00 to you simultaneously upon the transfer of title to the Zimmerman Winery and ownership of the Zimmerman Wine Company, Inc. to my client Johnny Amos. This office represents the buyer, Johnny Amos, and it is advised that you seek the advice and consultation of an attorney to represent you in this matter.”
Upon receiving the letter on January 4, 2021, Mrs. Zimmerman shouted at Mr. Zimmerman, “What this hay is this! After thinking about it this morning, I’m sure I don’t want to move or change anything right now for any amount of money. Tell them there’s no deal.”
Mr. Zimmerman then calls DCH and tells them, “There is no deal. My wife and I never intended to sell anything. We’ve been joking around with that young city-slicker kid about his drunken whimsical fantasies of being a farmer and wine-maker for years. We ain’t selling nothin’ and we ain’t goin’ nowhere!”
After numerous requests and correspondence over a period of 60 days from DCH, the Zimmerman’s refused to participate in any transactions or respond. DCH files a Lawsuit entitled: Amos v. Zimmerman
A) State and define the 5 essential elements of a valid enforceable contract:
i) ____________________
ii) ____________________
iii) ____________________
iv) ____________________
v) ____________________
B) For each of the 5 essential elements of a valid enforceable contract stated in response to A), based on the facts provided, discuss whether each is, or is not, present and/or satisfied:
i) ____________________
ii) ____________________
iii) ____________________
iv) ____________________
v) ____________________
C) Does the UCC or Common Law of Contracts apply to this transaction? Explain why.
____________________
D) Analyze (IF the Court were to determine a contract existed) whether it would have been an Express or an Implied contract:
i) Define an Express contract
____________________
ii) Define an Implied contract
____________________
iii) Explain based on the facts given, and your knowledge of contracts (IF the Court were to determine a contract existed) why you believe it would have been an Express or an Implied contract.
____________________
E) Analyze (IF the Court were to determine a contract existed) whether it would have been an Executed or an Executory contract:
i) Define an Executed contract
____________________
ii) Define an Executory contract
____________________
iii) Explain based on the facts given, and your knowledge of contracts (IF the Court were to determine a contract existed) why you believe it would have been an Executed or an Executory contract.
____________________
F) Analyze (IF the Court were to determine a contract existed) whether it would have been a Bilateral or a Unilateral contract:
i) Define a Bilateral contract
____________________
ii) Define a Unilateral contract
____________________
iii) Explain based on the facts given, and your knowledge of contracts (IF the Court were to determine a contract existed) why you believe it would have been a Unilateral or a bilateral contract.
____________________
G) Analyze (IF the Court were to determine NO valid enforceable contract existed) how the concept of Quasi-Contract rights, or the doctrine of Promissory Estoppel and Detrimental Reliance, apply to promise to sell the vineyard and wine company:
i) Define a Quasi-contract
____________________
ii) Define Promissory Estoppel and Detrimental Reliance
____________________
iii) Explain based on the facts given, and your knowledge of contracts (IF the Court were to determine NO valid enforceable contract existed) how the principles of Quasi-Contract or Promissory Estoppel and Detrimental Reliance are applicable.
____________________
H) Analyze (IF the Court were to determine a breach of contract occurred) what remedies are available:
List and Define 5 Remedies in Equity available:
i) ____________________
ii) ____________________
iii) ____________________
iv) ____________________
v) ____________________
I) Analyze (IF the Court were to determine a breach of contract occurred) how remedies in equity are assessed and applied:
For each of the 5 Remedies in Equity listed in G), based on the facts presented, discuss what each remedy would look like.
i) ____________________
ii) ____________________
iii) ____________________
iv) ____________________
v) ____________________
J) Analyze (IF the Court were to determine a breach of contract occurred) how Legal Remedies are calculated and applied:
i) Define Legal Remedies
____________________
ii) Based on the facts presented (IF the Court were to determine a breach of contract occurred), calculate the legal damages and give an explanation for how you calculated damages
____________________
K) Based on the facts presented, your understanding of Contracts and the Law, if you were the Judge in a bench trial, what would be your ruling in the case: Amos v. Zimmerman ? Explain the legal justification and factual basis for your ruling.
____________________
