Opinion
Merl O. Barnes, Little Rock, for appellant.
Joseph L. Buffalo, Little Rock, for appellee.
PURTLE, Justice.
This case arises out of a joint venture agreement between appellant (Brooks Nash) and appellee (Minute Man of America, Inc.) entered into on April 2, 1971, as modified on January 24, 1975. The parties formed a corporation, called Colony West Fast Foods, Inc., and appellant was issued 49% Of the shares while appellee owned the other 51%. The clause which triggered this law suit is set out, as follows:
"In the event that second party ceases for any reason, other than by reason of death, to be employed as manager of the corporation, Minute Man may purchase the shares of stock held by second party for a purchase price to be agreed upon by Minute Man and second party, and in the event that they fail to agree on a purchase price the matter of a fair price for the shares of stock shall be submitted to arbitration as provided in Section 16 of said Agreement for Joint Venture, and a purchase price so determined shall be binding upon the parties hereto."
Appellant terminated his active association with appellee the latter part of 1975 because he wanted to spend more time with his family. Sometime in 1976, Mr. and Mrs. Leonard Blew entered into negotiations with appellant about purchasing his stock. However, when the Blews contacted Mr. Ken Bowen, President of Minute Man, they were informed that appellee felt they had the first right to purchase the stock and that appellant was premature in offering to sell to them. Negotiations between appellant and the Blews were not pursued after their contact with Mr. Bowen. Following this, the parties entered into a series of discussions concerning the possible purchase of appellant's stock by appellee. However, no definite agreement of sale was ever entered into between the parties.
July 15, 1977, appellant filed suit in the Pulaski Chancery Court seeking to force appellee to arbitrate the purchase price of his stock and require it to purchase it. The trial court made findings of fact and conclusions of law in support of its decision to dismiss the complaint. Appellant contends From reviewing the testimony, it can readily be seen that appellant believed in good faith that appellee had obligated itself to purchase his stock. We think he was mistaken in his belief. Perhaps he was "slow played" by appellee, but there is nothing in the record to show appellee ever actually agreed to purchase his stock. It is regrettable that appellee did not come right out and tell appellant it either could not, or would not, purchase his stock pursuant to the agreement. Had it done so, it may have been possible for appellant to have found another buyer.
There is no question but that appellee had notice appellant wanted to sell his stock. Appellant had notified the chairman of the board, the president, and the executive vice-president of his desire to sell. We have no problem in agreeing with appellant that appellee was properly notified. However, we cannot find any substantial evidence that appellee ever agreed to purchase the stock. There simply was never a mutual agreement between the parties.
Even if the chancellor's decision was based upon the wrong reason, it will, nevertheless, be affirmed if it was correct as we believe it was here. Wheeler v. Ayers, 253 Ark. 427, 486 S.W.2d 527 (1972). We do not decide whether the arbitration clause was enforceable because the agreement first provided appellee May purchase the stock. This gave appellee the option to purchase; and, if the option was exercised, then the price was to be agreed upon.
Mr. Vernon Rodgers pretty well summed it up, when he stated: ". . . None of the proposals that he has presented to Minute Man have ever been accepted." Appellee obviously felt appellant was a good man and would be a definite asset to them. This may explain the delaying tactics utilized by them in seeking to persuade him to return to the business.
Affirmed.
We agree. HARRIS, C. J., and FOGLEMAN and BYRD, JJ.