Ellis v. Candia Trailers & Snow Equipment, Inc.
164 N.H. 457
N.H.2012Background
- Goffs owned Precision Truck; Ellis purchased it in 2006 via APA, NCA, and IPA.
- NCA imposed non-competition and related protections; IPA required Ellis to buy remaining inventory by a deadline.
- Goff began competing shortly after signing the NCA; Ellis failed to complete the inventory purchase by the deadline.
- Ellis sued for breach of contract and CPA claims, seeking rescission of the NCA and restitution.
- The trial court held the three agreements severable, rescinded the NCA only, and awarded restitution; CPA claim was dismissed.
- On appeal, the court reverses the severability ruling, remands for remedies, and affirms the CPA dismissal.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Are the NCA, IPA, and APA severable? | Ellis: severable; each contract can stand independently. | Goff/the respondents: interdependent; severability not warranted. | Not severable; triples form an interdependent single undertaking. |
| Did rescission of only the NCA, without the IPA/APA, comply with law? | Ellis: rescission of the NCA alone is proper recovery. | Goff: rescission must cover the entire, indivisible agreement. | Rescission of the NCA alone was improper. |
| Was the Goffs' breach of the NCA material to justify rescission and restitution? | Ellis: material breach supports rescission and restitution. | Goff: breach not material; minimal breaches alleged. | Evidence supports a material breach; rescission/restitution warranted, subject to proper remedies. |
| Is the CPA applicable to the sale of Precision Truck? | Ellis: CPA applies due to ongoing business relationship and unfair conduct. | Goff: sale was an isolated, private transaction not in ordinary course of business. | CPA does not apply to this isolated sale. |
| If severability is reversed, what remedies are appropriate on remand? | Ellis seeks restoration of status quo and proper restitution. | Goff argues for limited or no restitution if contract remains affected. | Remand to determine appropriate remedies consistent with non-severable contract. |
Key Cases Cited
- Mooney v. Nationwide Mut. Ins. Co., 149 N.H. 355 (2003) (rescission is equitable and discretionary)
- Derouin v. Granite State Realty, Inc., 123 N.H. 145 (1983) (restoration to pre-transaction position as prerequisite)
- Technical Aid Corp. v. Allen, 134 N.H. 1 (1991) (severability depends on whether agreements are interdependent)
- Kidd v. Traction Co., 74 N.H. 160 (1907) (contractual intent governs severability; de novo review of law)
- Maloney v. Company, 98 N.H. 78 (1953) (single undertaking where three papers form one contract)
- Gilman v. Berry, 59 N.H. 62 (1879) (where promises relate to whole consideration, may be interdependent)
- Robinson v. Crowninshield, 1 N.H. 76 (1817) (mutual promises tied to consideration may be independent when partially breached)
- Hughes v. DiSalvo, 143 N.H. 576 (1999) (isolated sale not within CPA)
- Patch v. Arsenault, 139 N.H. 313 (1995) (material breach requires more than mere surface breaches)
- Frost v. Comm'r, N.H. Banking Dep't, 163 N.H. 365 (2012) (statutory interpretation of business context in CPA)