Brief Case Essay

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Wells Fargo Bank Minnesota v. BrooksAmerica Mortgage Corporation 419 F.3d 107 Second Circuit Court Of Appeals, 2005 FACTS: Michael Brooks needed funding for his company, BrooksAmerica (defendant). Brooks made a contract with Terminal Marketing Company, which agreed on a sale lease-back. Terminal was to pay Brooks $250,000 in order to obtain title to BrooksAmericas computers and office equipment. Brooks signed a “delivery and Acceptance certificate” which stated Brooks received $250,000, even though no exchange had happened. Terminal assigned its rights to Wells Fargo (plaintiff). Terminal never paid a portion of the $250,000. Brooks refused to make monthly payments and Wells Fargo sued. Parties moved for summary judgement. Court ruled in favor of Wells Fargo, brooks appealed ISSUE: Even though a company is acting in good faith should they be held liable for contract duties? HOLDING: Yes. Court affirms Wells Fargo motion. REASONS: BrooksAmerica does not dispute that Wells Fargo purchased the lease assignment in good faith and for value. Moreover, as a certified mortgage broker with over twenty years' experience, Michael Brooks is a sophisticated businessman who willingly executed an unambiguous contract and accompanying documents. This Court will not bail him and BrooksAmerica out just because they are now unhappy with the contract An agreement by parties that the contract can be assigned free of any defenses which an account-debtor may have against the assignor is enforceable by a good-faith, for-value assignee against ordinary defenses, not including fraud, duress, or the like. O’Brien v. Ohio State University 2007 WL 2729077 Ohio Court of Appeals, 2007 FACTS: Jim O’Brian (plaintiff), head coach of mens basketball team at OSU (defendatnt) was offered a contract for about $800K a year. Contract included termination provisions. The

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