Wilcox v. Wooley
454 S.W.3d 792
Ark. Ct. App.2015Background
- Wilcox entered a contract with Auctioneers on Oct 31, 2011 to market and sell ~333 acres in Pulaski County via an absolute auction.
- The sale was scheduled for Dec 2, 2011 and would occur without reserve regardless of price.
- Wilcox considered canceling as the sale approached but did not cancel after Auctioneers agreed to cancel only if turnout was low.
- Only four bidders attended; Wilcox did not attend the sale and was represented by family and counsel.
- Bidder Shollmier was declared highest at $235,000; Wilcox refused to convey; Shollmier sued to compel performance; Wilcox later pursued third-party claims against the Auctioneers for breach, indemnity, and related theories; the circuit court granted summary judgment to the Auctioneers on the amended third-party complaint, which Wilcox appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Oral modification of the auction contract and writing requirement | Wilcox contends there was an oral modification. | Auctioneers argue modification required in writing under § 17-17-112(a). | Modification required in writing; no valid oral modification. |
| Indemnity claim without express contract | Wilcox seeks indemnity based on faultless-principal theory. | No express contract or applicable vicarious/indemnity theory supports indemnity. | No right to indemnity under these facts; indemnity claim fails. |
| Promissory estoppel where a written contract exists | Promissory estoppel could support recovery due to oral modification. | Promissory estoppel cannot override written contract terms. | Promissory estoppel cannot be used to graft promises onto a written contract. |
| Duty to halt sale upon perceived collusion | Auctioneers breached duty by continuing despite collusion. | Issue not material to Wilcox’s claims; ultimately resolved against Wilcox by jury finding breach of purchase agreement. | Collusion issue not material to Wilcox’s claims; resolved against Wilcox. |
Key Cases Cited
- Feldman v. Fox, 112 Ark. 223 (Ark. 1914) (consideration required for modifications; no consideration here)
- Crookham v. Vessels, Inc., 16 Ark. App. 214 (Ark. App. 1985) (additional contract requires new consideration)
- Davis v. Patel, 32 Ark. App. 1 (Ark. App. 1990) (statute of frauds and written modifications)
- Youree v. Eshaghoff, 99 Ark. App. 4 (Ark. App. 2007) (cites rule on consideration and modification in context of contract changes)
- Townsend v. Doss, 2 Ark. App. 195 (Ark. App. 1981) (ordinary-care standard for brokers; used to assess duties)