Johnson v. Coss

George Johnson (plaintiff) agreed to sell his Ford dealership to Lawrence Coss (defendant) under an Asset Purchase Agreement expressly conditioned on Coss securing Ford Motor Company's consent and approval, which in turn required Coss to find a Ford-acceptable on-site manager with a substantial ownership stake; Coss identified a manager willing to take a 50 percent stake with $1 million in joint capitalization, but Ford insisted on a majority owner and $1.476 million in capitalization, prompting Coss to revise the plan to give himself 50.1 percent ownership. Coss ultimately could not satisfy all of Ford's requirements, and his own attorney confirmed Ford would not approve the sale; Coss declared the Agreement null and void under its Ford-approval condition, and Johnson sued for breach of contract and breach of the covenant of good faith and fair dealing, with the circuit court granting Johnson summary judgment on the theory that Coss was responsible for Ford's refusal.