Par 3, Inc. v. Livingston; Cornhusker Nursery, Inc. v. Livingston

Summary

The Nebraska Supreme Court affirmed dismissal of breach-of-contract claims against Dan Livingston brought by Par 3, Inc. and Cornhusker Nursery, Inc. The court held that Livingston signed the contract as an agent for Castle Development, an existing corporation, rather than in his personal capacity, making Nebraska's promoter-liability statute inapplicable. The court also rejected arguments that the district court had reformed the contract or improperly used extrinsic and parol evidence.

Holdings

1. Livingston was not personally liable because the evidence supported the finding that he signed the contract as an agent for Castle Development, an existing corporation, and not in his personal capacity. Nebraska Revised Statute section 21-2020 therefore did not apply.
2. The district court did not reform the contract; it interpreted the evidence to determine whether Livingston undertook personal liability.
3. The district court did not improperly use extrinsic or parol evidence to add to or vary the contract because it used the evidence to determine the parties' intent concerning Livingston's personal liability, not to alter the contract's terms.
4. The district court did not abuse its discretion in overruling the motions for new trial.

Questions Presented

1. Whether Dan Livingston was personally liable for breach of the tree-purchase contract.
2. Whether the district court improperly reformed the contract.
3. Whether the district court improperly used extrinsic or parol evidence to add to or vary a clear and unambiguous written contract.
4. Whether the district court abused its discretion by overruling the appellants' motions for new trial.

Disposition

affirmed