Denil v. deBoer, Inc.

Dist. Ct. did not err in granting defendant's motion for summary judgment in plaintiffs' action alleging that defendant breached two contracts calling for plaintiffs to run defendant's business and for plaintiffs' purchases of 4% and 2% of defendant's business, where defendant terminated plaintiffs after deadline for plaintiffs' purchase of their portions of defendant's business had expired. Terms of contract allowed defendant to terminate plaintiffs for cause if plaintiffs had failed to purchase portions of defendant's business by date set forth in contract, and Dist. Ct. properly rejected plaintiffs' claim that their obligation to purchase business was excused by defendant's failure to fulfill its promise to use best efforts to reach agreement on third, buy-sell contract, where: (1) best-efforts clause required that defendant only engage in good-faith exchange of proposals for third contract; and (2) best-efforts clause did not mandate that defendant accept plaintiffs' final offer with respect to third contract.