Whispering Oaks Farms, LLC v. Lebanon Livestock Auction S & T, LLC
2015 Mo. App. LEXIS 661
| Mo. Ct. App. | 2015Background
- Auction sold 270 cattle at an auction where Mike Esther (principal of Whispering Oaks) bid; Esther frequently bid for others and Auction knew he sometimes acted for other buyers.
- Esther introduced buyer Jim Marshall to Auction; Auction invoiced the cattle to Marshall after Esther confirmed he was buying for Marshall, and Auction paid a commission to Whispering Oaks.
- The cattle were shipped to a Kansas feedlot; Marshall refused to pay, and the feedlot resold the cattle, sending Auction proceeds about $51,000 less than the original sale price.
- Auction sought the shortfall from Whispering Oaks, alleging Esther was an undisclosed agent and thus Whispering Oaks (as buyer) remained liable to pay.
- The trial court found Esther acted as a disclosed agent for Marshall (i.e., Whispering Oaks was not an undisclosed agent) and entered judgment for Whispering Oaks; Auction appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Whispering Oaks purchased as an undisclosed agent (agent liability) | Auction: Esther was an undisclosed agent, so Whispering Oaks is personally liable for the purchase | Whispering Oaks: Esther was a disclosed agent for Marshall, so principal (Marshall) was the buyer and liable | Court deferred to trial factfinding and held Esther was a disclosed agent; Auction’s challenge failed |
| Whether Auction’s practice/custom (sale completed in office) conflicts with UCC §400.2-328(2) and makes Whispering Oaks liable | Auction: Auction’s policy cannot override UCC rules; UCC makes sale final at fall of hammer per Coleman | Whispering Oaks: Trial court found an actual custom/practice that sales were finalized in office; fact issue supports that finding | Court found facts supporting the custom and rejected Auction’s argument that Coleman or UCC compelled reversal |
| Admissibility/prejudice from feedlot letters (alleged hearsay) | Auction: Letters contained hearsay that should have been redacted; admission prejudiced Auction | Whispering Oaks: Any erroneous admission was harmless; other competent evidence supported judgment | Court held any error was harmless in a court-tried case and Auction showed no prejudice |
Key Cases Cited
- Murphy v. Carron, 536 S.W.2d 30 (Mo. banc 1976) (standard of appellate review for court-tried cases)
- DeLong Plumbing Two, Inc. v. 3050 N. Kenwood, LLC, 304 S.W.3d 784 (Mo. App. 2010) (consideration of appellate briefing defects ex gratia)
- Coleman v. Duncan, 540 S.W.2d 935 (Mo. App. 1976) (discussing when an auction sale is effective and the role of usage/custom)
- White v. Director of Revenue, 255 S.W.3d 571 (Mo. App. 2008) (deference to trial court factfinding and reasonable inferences)