Seller entitled to unpaid balance of purchase price in breached purchase agreement

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Timothy Coughlin appeals a judgment in favor of Riggs-Ellinger, Inc. d/b/a The Winningham Insurance Group in the latter’s action for breach of contract against Coughlin. Coughlin presents the following restated issue for review: Did the trial court err in ordering the breaching buyer to pay damages to the seller in the amount of the unpaid purchase price, where the seller reacquired the business through a bankruptcy sale?

(slip op. at 7):  The trial court’s determination that Riggs-Ellinger is entitled to the unpaid balance of the purchase price, as set out in the Purchase Agreement that was breached by Coughlin, Scott, and RPA, is not clearly erroneous. Judgment affirmed.

Key Analysis
(slip op. at 6, 7):  Riggs-Ellinger’s “benefit”, as identified by Coughlin in support of his claim of unjust enrichment, is that Riggs-Ellinger gets to collect the full purchase price paid by Coughlin, Scott, and RPA, while at the same time getting to re-obtain The Winningham Insurance Group, perhaps at below-market price. Clearly, Riggs-Ellinger did not ask Scott and RPA to declare bankruptcy and thereby place The Winningham Insurance Group up for bankruptcy sale. The “benefit” . . . was not requested by Riggs-Ellinger. Having not impliedly or expressly requested the “benefit”, Riggs-Ellinger is not compelled to pay for it . . . Furthermore, the rights of the parties involved in the sale of The Winningham Insurance Group were controlled by the Purchase Agreement. On this basis alone, the equitable doctrine of unjust enrichment does not apply, as Coughlin’s remedy would be at law, not in equity.

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Bose McKinney & Evans LLP is a business law firm, headquartered in Indianapolis, Indiana, serving both publicly held and privately held businesses, governmental entities and high-growth industries. Our clients include Fortune 100 companies, international manufacturers, national and regional financial institutions, agribusinesses, sports teams, university-incubated start-ups, media, utilities, cities and schools, to name a few. We strive to build strong relationships with our clients as key business advisors, to exceed expectations in the quality of our work, to be knowledgeable about our clients’ businesses and sectors, to be responsive to service needs and to continually seek to improve the delivery of client services. Our ultimate focus is on our clients.
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