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Kueffer Crane & Hoist Serv. Inc. v. Passarella

An oral agreement by an employer to transfer corporate stock to an employee for non-monetary consideration is not a 'sale' within the meaning of UCC § 11-8-319.

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Lawrence Passarella sued Kueffer Crane & Hoist Service, Inc. for a declaratory judgment that he was a five percent owner of the corporation and for damages amounting to five percent of the corporation’s 1997 profits, plus interest. A jury returned a verdict in favor of Passarella, and Kueffer Crane appeals, raising three issues. Kueffer Crane contends that the trial court erred in failing to give its requested instruction on the statute of frauds, in failing to grant it a directed verdict on its statute of limitation defense, and in failing to grant a directed verdict because Passarella had failed to establish the essential terms of an enforceable oral contract. We affirm because we find that the statute of frauds was inapplicable, that the statute of limitation had not run, and that the oral agreement which Passarella sued upon was sufficiently definite to be enforceable.

In 1990, Passarella and Mitch Kueffer worked together at Kone Cranes. Kueffer left Kone Cranes to form his own company, Kueffer Crane. Passarella testified that because of his expertise in servicing and repairing cranes, Kueffer offered him a five percent interest in Kueffer Crane to come to work for Kueffer Crane. In August 1991, Passarella left Kone Cranes and went to work at Kueffer Crane. He remained there until October 1997, when he resigned after Kueffer told Passarella that he “could no longer work with him.”

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