Birdie White sold Birdie White Realty, Inc. to Mountain Aire Realty, Inc., but continued to work for the realty company as a sales associate. Through its principals, Melvin and Laura Cowart, Mountain Aire made a $20,000 down payment to Birdie White Realty at the closing of the sale of the business. As part of the purchase price, they were also required to pay Birdie White Realty an override on certain commissions received after the sale. If the commission overrides totaled less than $50,000, Birdie White Realty was entitled to the difference between the aggregate sum of the overrides and $50,000 so that the total minimum purchase price would be $70,000. The question for decision in this case is whether Birdie White Realty forfeited its right to the minimum $70,000 purchase price by Birdie White prematurely terminating her employment relationship with Mountain Aire. The trial court answered this question in the negative and entered judgment in favor of Birdie White Realty’s successor, Birdie White Enterprises, Inc. Finding no error, we affirm. On March 12, 1999, Mountain Aire and Birdie White Realty executed an asset purchase agreement under which the former real estate brokerage firm purchased the business and assets of the latter. The agreement was signed by Melvin and Laura Cowart as president and vice-president of Mountain Aire and by Birdie White as president of Birdie White Realty. The Cowarts also personally guaranteed payment of all financial obligations due under the agreement.
Section 2 of the agreement set forth the purchase price. Under section 2 a, Mountain Aire agreed to pay Birdie White Realty a down payment of $20,000 in cash at closing. Section 2 b required Mountain Aire to pay Birdie White Realty a “15 override” on commissions received by Mountain Aire on sales of certain properties. Section 2 c provided: Upon the expiration of three years from the date of closing, or upon the termination, of Birdie White, of her sales associate relationship with Mountain Aire, the total amount of accrued and yet unpaid overrides due to Birdie White Realty shall be determined and paid over to Birdie White Realty within 30 days of such date. Further, in the event the sum of all overrides previously paid and those then currently payable to Birdie White Realty are less than $50,000.00 in the aggregate, then in such event Mountain Aire shall pay unto Birdie White Realty, within said 30 day period, the difference between said aggregate sum and $50,000.00, so that the total minimum purchase price, including the down payment, and accrued overrides shall be $70,000.00. Section 18 of the agreement gave Birdie White the right to remain as a sales associate of Mountain Aire for three years from the date of closing. Section 2 f provided that all unaccrued rights to override payments in favor of Birdie White Realty would terminate if Birdie White severed her sales associate relationship with Mountain Aire before the end of the three-year period.
