John Barkers and Specialty Limos, LLC v. Jason Price
48 N.E.3d 367
| Ind. Ct. App. | 2015Background
- Barker responded to Price's ad for a "1994 Ford E-350" and inspected the van; parties orally agreed to buy for $15,000.
- They executed a short written "deposit agreement": Barker paid $2,000 and Price agreed to "have title by 4/14/14 or deposit will be refunded." The writing described a Ford E-350 but did not list a model year or sale price.
- Price later tendered a certificate of title showing a 1993 model and listing a third party as owner; Barker rejected the title and demanded his $2,000 back.
- Barker sued for breach of contract; both parties moved for summary judgment. The trial court entered summary judgment for Price, finding the model year immaterial, that Barker had accepted the van when he paid the deposit, and that the tendered certificate satisfied Price’s obligation.
- The Court of Appeals affirmed the trial court on the title-in-third-party issue but reversed and remanded on whether the model year was a material term and whether genuine factual disputes precluded summary judgment.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the model year was a material term of the parties' agreement | Barker: the ad advertised a 1994; the model year was part of the agreement and nonconforming title (1993) entitled him to refund | Price: the written deposit agreement described only a Ford E-350 and omitted year, so year was not material; prior ad merged into writing | Court: Genuine factual dispute exists; deposit agreement is not fully integrated, parol evidence admissible; remand to determine if year was material |
| Whether Barker accepted the goods when he inspected and paid the deposit (precluding rescission) | Barker: acceptance remained contingent on Price delivering title per the deposit agreement | Price: payment and inspection amounted to acceptance | Court: Payment and inspection alone did not show acceptance as to the model year; acceptance was contingent on delivery of title; summary judgment improper on this ground |
| Whether a certificate of title in a third party's name invalidates delivery of "clean" title | Barker: title in another’s name is not clear title; the Certificate of Title Act should control | Price: tendering the certificate under UCC sale rules can be sufficient; third-party name alone doesn’t defeat good-faith purchaser status | Court: Affirms prior precedent (Marlow v. Conley) — a third-party name on title, standing alone, does not automatically defeat validity; trial court correctly rejected Barker’s argument on this point |
Key Cases Cited
- Williams v. Tharp, 914 N.E.2d 756 (Ind. 2009) (summary judgment de novo standard and burdens)
- Hughley v. State, 15 N.E.3d 1000 (Ind. 2014) (cautionary discussion on summary judgment’s high bar)
- Sees v. Bank One, Ind., N.A., 839 N.E.2d 154 (Ind. 2005) (integration and parol-evidence preconditions)
- Marlow v. Conley, 787 N.E.2d 490 (Ind. Ct. App. 2003) (holding third-party name on certificate of title does not, by itself, defeat good-faith purchaser/status of title)
- John M. Abbott, LLC v. Lake City Bank, 14 N.E.3d 53 (Ind. Ct. App. 2014) (contract interpretation is question of law appropriate for summary judgment)