Wiczer v. Wojciak

(Court opinion corrected 4/16/15.) Prospective purchaser of car wash business and real estate at site of business sought to obtain earnest money which was provided by business' LLC members, because business was in distress and owed more money than purchaser was willing to pay for it. Asset purchase agreement incorporated by reference escrow agreement, but escrow agreement was never fully executed by correct parties to transaction. Terms of escrow agreement conflicted with escrow provision in underlying asset purchase agreement. Thus, there was no effective escrow agreement. Thus, escrow funds must be returned to depositors. (LAVIN and HYMAN, concurring.)