January 28, 2008

Get it in writing: a ledger entry plus testimony provides evidentiary basis to defeat claim of amendment of JV agreement to construct a home for sale

STINSON, INC. v. JOHNATHAN ANDREW COOK (Tenn.Ct.App. January 25, 2008).

The two parties to this appeal entered into a joint venture based upon an oral agreement, the purpose of which was to construct a house with the intent to sell the house on the open market. Unfortunately, no one agreed to purchase the house, and thus, pursuant to the venturers' oral agreement, the defendant purchased the house "at cost." The plaintiff sued the defendant contending it was entitled to an additional $30,000 based upon an alleged subsequent agreement by the defendant to purchase the lot upon which the house was constructed for $50,000 even though the plaintiff's cost to purchase the lot was $20,000. The trial court found the parties' agreement provided that the defendant would purchase the house and lot at cost, that the cost of the lot was $20,000, and that the defendant had paid the plaintiff all it was entitled to receive. Finding no error, we affirm.

Opinion may be found at:

"And two times in this matter, the lot in question, 157, was shown of an actual cost of $20,000. It was shown on the oath of Mr. Stinson upon the transfer from Plantation Properties to Stinson, Incorporated, and it was shown on the Stinson job ledger sheet. And by a preponderance of the evidence, the cost of the lot was $20,000. ... As the foregoing reveals, the trial court found that the parties’ agreement provided that Cook would purchase the lot “at cost,” that the lot cost Stinson $20,000, and that Cook paid Stinson all of its costs, including $20,000 it was entitled to receive for the cost of the lot. Moreover, the court did not find that the parties had entered into a subsequent agreement or that they had amended their joint venture agreement." Id.