Jannusch v. Naffziger Illinois Appellate court 2008 1) Facts: a) Plaintiffs operated a business Festival good which serviced festivals through Illinois and Indiana during April to October each year b) Defendants were interested in purchasing the business and met with them several times c) Plaintiffs testify that on august 13, 2005 they sold the company to the defendants for 150,000 dollars. d) Defendants paid 10,000 immediately and the balance to be paid through a loan from the bank e) Defendants operated the company for the rest of the 2005 year f) Defendants argue that no specific agreement was reached and 10,000 was for specific right to keep trying to purchase company g) Defendant admitted taking possession of company and operated six events h) Defendants argue that Gene asked for the company back because he needed money i) The trial court found in favor of defendants 2) History a) Parties i) Gene Jannusch (1) Plaintiff ii) Lindsey Naffziger (1) Defendant b) Claims i) Defendants argue that there was no enforceable contract ii) Plaintiffs argue that there was c) Procedural History i) Trial court found in favor of Defendants ii) Plaintiffs appeal 3) Issue a) Does the UCC apply to a business sale? i) Holding: When the sale of the business is mainly the sale of goods/tangible assets then it can fall within the scope of the UCC ii) The company was mainly a servicing trailer, truck, and various equipment to go along with the sale of the food. b) Did the oral agreement violate the statute of frauds? i) Holding: IF multiple essential items are missing from a contract and that contract exceeds $500 then it is unenforceable ii) There were no essential items missing from this contract. The price was agreed and the items were ready for transfer, all that was needed was the specific performance of action 4) Judgment: Decision reversed and remanded.