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Mr. Johnston from operating a Nissan dealership within 12 miles
of the Burien Nissan location for 3 years. Burien Nissan was
required to pay Mr. Johnston $355,000 for signing and abiding by
the agreement.9 The option closing never occurred, the 1990
noncompetition agreement was never signed, and Burien Nissan
never paid Mr. Johnston any amounts due under the noncompetition
agreement.
Breach of the 1990 Stock Purchase Agreement
Burien Nissan breached its obligation under the 1990 stock
purchase agreement. In the event of a breach, Mr. Johnston’s
sole remedy under the 1990 stock purchase agreement was to force
a sale of all outstanding Burien Nissan shares to a third party.
Mr. Johnston wrote a letter dated October 14, 1993, putting the
purchasers and Burien Nissan on notice that they had breached the
1990 stock purchase agreement.
Restructured Sale
On December 13, 1993, Burien Nissan, Mr. Johnston, Mr.
McLaughlin, and the purchasers entered into an addendum to the
1990 stock purchase agreement (1993 addendum) and a contract
8(...continued)
Johnston.
9The 1990 noncompetition agreement provided that in the
event that Burien Nissan was unable to make a single payment of
$355,000 to Mr. Johnston, then consideration shall be paid by
promissory note. The promissory note required monthly payments
of $11,833 until the note was paid in full.
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Last modified: May 25, 2011