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Walsh v. Brousseau9/9/1991
Robert and Jan Brousseau appeal the order granting Roger Walsh's motion for summary judgment, arguing that the trial court erroneously (1) granted the motion for summary judgment when there was a genuine issue of material fact, (2) held that the contract was enforceable, and (3) ordered payments under the promissory note to be accelerated. We affirm.
After 32 years of practicing law, Roger Walsh decided to retire. In the summer of 1978, he began negotiating with one of his associates, Robert Brousseau, regarding the sale of his practice. Eventually, they executed an agreement under which, for $125,000, Walsh sold Brousseau his business assets, including "the good will of the business as a going concern, together with all fixtures, furniture, equipment, library, accounts, files, office supplies and stationery[.]" Walsh also sold Brousseau his office and trust accounts and accounts receivable for $62,819.67. The Brousseaus signed two promissory notes obligating them to payments totaling $2,281.56 per month.
In 1981, after buying Walsh's practice, Brousseau netted approximately $212,000, compared to the $22,000 he
earned in 1978 while still an associate of Walsh. By 1986, however, Brousseau fell behind in his monthly payments to Walsh. Walsh agreed to reduce Brousseau's monthly payment to $1,000 per month. The parties executed an amendment to the original sale agreement, and the Brousseaus signed a new promissory note for $89,811.04, which was the total amount owing under the original two promissory notes. Brousseau also agreed to pay Walsh's future bar association dues and his medical insurance premiums during the life of the agreement.
Brousseau fell behind in his payments again in 1988. In March 1989, Brousseau told Walsh that he did not intend to make any more payments. Furthermore, Brousseau claimed that the agreement for the sale of goodwill of Walsh's law practice was unenforceable.
In January 1989 Walsh filed a complaint against the Brousseaus for the money, including interest, due under the original two promissory notes or, in the alternative, the money due under the substitute note. Walsh also asked for sums equal to his medical insurance premiums and bar association dues for life. Finally, he asked to recover his accounting fees and costs, attorney fees and costs, and any other relief the court deemed just and equitable.
On July 19, 1990, Walsh moved for summary judgment. After arguments were heard on August 9, 1990, the trial court granted his motion. The Brousseaus were ordered to pay $55,069.79 as principal, $1,710 in interest to the date of the judgment (the statutory rate of interest after the judgment), $2,701 in attorney fees, and $322.91 in costs. On August 15, 1990, the Brousseaus moved for reconsideration of the order of summary judgment. The motion was denied on August 29, 1990. This appeal followed.
We first consider whether there was a genuine issue of material fact that should have precluded the trial court's order granting Walsh's motion for summary judgment.
Brousseau argues that there is a dispute of fact regarding whether or not goodwill was an item of sale in the
purchase and sale agreement. He refers to Walsh's motion for summary judgment in which it was stated that
Walsh and Brousseau had never discussed good will as a part of the sale of the assets of the law practice. Their accountants had discussed it as part of the tax considerations of the sale, and Brousseau's accountant had suggested how much of the sales price was allocated to good will.
There is no question, however, that goodwill was an item included in the sale: nume
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