DAVID'S SANDWICH v. WOMETCO VENDING

Citation Codes

Equivalent Citations

citation codes

Docket Number

No. 68-558.

Attorney(S)

Milton E. Grusmark, Miami Beach, and Natalie Baskin, Miami, for appellant. Dubbin, Schiff, Berkman Dubbin, and Paul E. Gifford, Miami, for appellee.

Judges

HENDRY, Judge.

See more information ...

Smart Summary

Factual and Procedural Background

The appellant, David's Sandwich Shop, Inc., brought suit seeking damages against the appellee, Wometco Vending of South Florida, Inc., for alleged failure to perform obligations under a contract. The original contract was made between the appellant and Mar-Tab Vending Company. Subsequently, Wometco purchased the assets and business of Mar-Tab. The appellant contended that Wometco failed to fulfill the contract obligations owed to it. The trial court dismissed the appellant's Third Amended Complaint with prejudice, and the appellant appealed this dismissal.

Legal Issues Presented

Whether Wometco Vending of South Florida, Inc. assumed the contractual obligations of Mar-Tab Vending Company such that it could be held liable for breach of contract.
Whether the appellant's complaint sufficiently alleged facts to impose contractual obligations on Wometco as a third party purchaser of Mar-Tab's assets.

Arguments of the Parties

Appellant's Arguments

The appellant alleged that Wometco failed to abide by the terms of the contract originally entered into with Mar-Tab Vending Company.
The appellant sought damages based on Wometco's alleged breach of contract obligations.

Appellee's Arguments

The appellee moved to dismiss the complaint on the grounds that the appellant failed to allege that Wometco had assumed the obligations of Mar-Tab Vending Company under the contract.
The appellee contended that without such an allegation, there was no basis to impose contractual liability on Wometco as a third party.

Table of Precedents Cited

Precedent	Rule or Principle Cited For	Application by the Court
Jenkins v. City Ice and Fuel Company, 118 Fla. 795, 160 So. 215	Establishes that a third party is not obligated to perform contract terms absent assumption of obligations or circumstances imposing such duty.	The court relied on this precedent to determine that Wometco was not obligated to perform the contract because the appellant failed to allege assumption of obligations by Wometco.
Henock v. Yeamans, 340 F.2d 503 (5th Cir. 1965)	Supports the principle that mere purchase of assets does not automatically transfer contractual obligations to the purchaser.	The court cited this case to reinforce that Wometco did not assume Mar-Tab's contractual duties by purchasing its assets, absent express or implied assumption.

Court's Reasoning and Analysis

The court analyzed whether the appellee, Wometco, as a purchaser of Mar-Tab's assets and business, had assumed the contractual obligations owed to the appellant. The trial court found that the appellant failed to allege any facts indicating that Wometco had assumed these obligations. The court emphasized that there was no circumstance or legal principle imposing contract performance duties on a third party purchaser absent assumption. Relying on established precedent, the court concluded that dismissal was proper because the pleadings did not establish a legal basis for holding Wometco liable under the contract originally made with Mar-Tab.

Holding and Implications

The court AFFIRMED the dismissal of the appellant's Third Amended Complaint with prejudice. The direct effect of this ruling is that Wometco Vending of South Florida, Inc. is not liable for the contract obligations of Mar-Tab Vending Company absent a proper allegation or proof of assumption of those obligations. No new legal precedent was established; the decision reaffirmed existing principles regarding contractual liability and asset purchases.

Show full summary ...

DAVID'S SANDWICH SHOP, INC., APPELLANT, v. WOMETCO VENDING OF SOUTH FLORIDA, INC., APPELLEE.

HENDRY, Judge.

This is an appeal from an order dismissing Appellant's Third Amended Complaint with prejudice. Appellant was the plaintiff below in an action wherein it sought damages against the appellee which it alleged were incurred by the appellee's failure to abide by a certain contract. This contract was entered into by the appellant, a food and vending machine supplier, and another business known as Mar-Tab Vending Company.

The assets and business of Mar-Tab were purchased by the appellee, Wometco Vending of South Florida, Inc. In the action below, the appellant contended that Wometco failed to perform the above contract with regard to its obligations owed to the appellant. The trial judge dismissed the appellant's Third Amended Complaint with prejudice reciting no reasons therefor in the order. However, the appellee's motion to dismiss, which resulted in the order now being appealed, set forth as grounds for dismissal the fact that the appellant had failed to allege that Wometco Vending of South Florida, Inc., had assumed the obligations of the contracting party, Mar-Tab Vending Company.

The pleadings demonstrate an absence or circumstance which would impose an obligation on the third party to perform the contract. Therefore, the appellant's action was correctly dismissed. Jenkins v. City Ice and Fuel Company, 118 Fla. 795, 160 So. 215. See also Henock v. Yeamans, 340 F.2d 503 (5th Cir. 1965).

Affirmed.