Pacific Odorite Corp. v. Gersh

DOOLING, J.

This action was instituted by the Pacific Odorite Corporation, respondent, against Maury Gersh, appellant, to recover damages for the breach of a contract to purchase the former’s business and personal property in San Francisco. Gersh, the purchaser, appeals from the judgment entered in favor of respondent, the seller.

On August 23, 1946, appellant visited respondent’s attorney, who was also a director and secretary of respondent corporation, informing him that he was interested in purchasing respondent’s business and personal property. The purchase price was set at $30,338.91, appellant delivered his cheek for

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that amount, and respondent’s officer promised to deliver a bill of sale on August 26, 1946. On the designated date, appellant went to the office of respondent’s attorney-secretary, made certain objections to the price formerly set, the board of directors of respondent thereat went into special session and set the price at $29,000, and a bill of sale was delivered to appellant, he promising to pay the total purchase price by September 10, 1946.

The bill of sale transferred all of respondent’s business to appellant, sold a total of 2,635 Odorite Vaporizer Machines, 2,400 Vapor ant Refill Blocks and office furniture and equipment, and stated that “The purchase price herein agreed to be accepted ... is a reduction of . . . $1,338.91 from the offer which was made by (appellant) on August 23, 1946 (which is) an adjustment with respect to certain objections made by (appellant) and, in consideration of said reduction, (appellant) now buys said business and property as is, and after having made his own investigation. ...”

Immediately after the bill of sale was delivered to appellant, he went to the office of respondent and was there introduced to the manager as the new owner. Appellant testified that at this time the manager brought to his attention a contract which a labor union proposed to enter into with respondent. According to appellant’s testimony this proposed contract, if accepted by the corporation, or its successor, would increase expenses of the business and consequently lower its net profit. Appellant was not apprised of this union proposal at the time he entered into the agreement to purchase the business.