Greenwood Products v. Greenwood Forest Products

The Court held the Court of Appeals’ reversal incorrectly relied on the “no obligation” provision of the asset purchase agreement in question. That particular issue was not raised in the trial court and therefore was not preserved for appeal.

Plaintiff’s petitioned the Court to determine whether the Court of Appeals’ determination regarding an asset purchase agreement obligated the defendants to state the cost of their inventory. Greenwood Products Inc. (Greenwood) and Greenwood Forest Products, Inc. (Forest) agreed that Forest would sell their entire nationwide inventory for a percentage above costs to Greenwood. After the agreement was finalized and the record books were reviewed, Greenwood filed an action claiming Forest breached the asset purchase agreement. In the trial court, Greenwood requested and was denied a directed verdict; instead, they received a jury verdict on a contract claim. The Court of Appeals reversed the trial court’s directed verdict denial basing its decision on the belief the asset purchase agreement did not require Forest to share the actual cost of their inventory. After considering the record, the Court held the Court of Appeals’ reversal incorrectly relied on the “no obligation” provision of the asset purchase agreement in question. That particular issue was not raised in the trial court and therefore was not preserved for appeal. Affirmed in part, reversed in part, and remanded.