324 P.3d 573
Or. Ct. App.2014Background
- Plaintiff sues for breach of the June 2009 contract memorializing a February 2009 oral agreement to sell Place 2 to the Smalleys.
- Defendant contends the February terms differed and she was not bound by the June 2009 contract, and that she fulfilled the February 2009 agreement.
- The Smalleys took possession March 1, 2009; defendant handled finances, Robert handled operations; total payments to plaintiff ranged from $17,000–$18,000.
- In June 2009, Robert and plaintiff executed a written contract that varied from the February 2009 terms and did not name a corporate entity.
- Plaintiff argues the Smalleys were partners; Robert acted as an agent of the partnership; defendant claims lack of authority and disputes over damages.
- The trial court granted summary judgment on partnership/agency grounds; on appeal, preservation issues and the notice question are central.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether plaintiff had legally sufficient notice of Robert's lack of authority | Smalley lacked knowledge/notification of limitation | Plaintiff knew Robert lacked authority | No genuine issue; plaintiff did not have notice or actual knowledge |
Key Cases Cited
- Jones v. General Motors Corp., 325 Or 404 (1997) (standard for evaluating summary judgment in light of favorable review)
- Jeld-Wen, Inc. v. PacifiCorp, 245 P.3d 685 (Or. App. 2010) (RUPA commentary and partnership notice considerations)
- Peeples v. Lampert, 345 Or 209 (2008) (preservation and development of record for appellate review)