Opinion
No. CA10-302
11-30-2011
STEVE'S OUTDOOR INVESTMENTS, LLC APPELLANT v. REYNOLDS FORESTRY CONSULTING-RFC, INC. APPELLEE
APPEAL FROM THE COLUMBIA
COUNTY CIRCUIT COURT
[NO. CV-2006-201-6]
HONORABLE DAVID F. GUTHRIE,
JUDGE
REVERSED AND REMANDED
JOHN MAUZY PITTMAN , Judge
Appellee Reynolds Forestry Consulting-RFC, Inc., filed an action alleging that it had entered into a verbal contract to perform services for appellant and that appellant breached the contract by refusing to pay appellee pursuant to the terms of the alleged contract. After a bench trial, the circuit court found that appellee proved the existence and breach of the contract alleged. On appeal, appellant asserts that the trial court erred by imposing on appellant, as defendant, the burden of proving the existence and terms of the contract alleged by appellee and that the trial court's finding that a contract existed between the parties was clearly erroneous. On cross-appeal, appellee argues that the trial court erred in failing to award appellee prejudgment interest and attorney's fees. Because we must reverse on appellant's first point and remand for further consistent proceedings, it is unnecessary to address the cross-appeal at this time.
Reynolds Forestry Consulting initiated this lawsuit by filing a complaint alleging that it had entered into a contractual agreement with Steve's Outdoor Investments and that Steve's Outdoor Investments breached that contract by failure to make payment as the contractual terms required. The defendant answered with a general denial. The trial court found in favor of plaintiff Reynolds Forestry Consulting, stating in its order:
One of the requirements for a valid contract is that the parties have a mutual understanding or a meeting of the minds on the issue of contract formation and its terms. In a contested proceeding, this element must be proved by objective evidence. The burden of proof by a preponderance of the evidence rests with SOI. In this case, the greater weight of evidence is that RFC provided forestry services to SOI on an account basis with a delayed reconciliation for the conduct of timber sales after purchases of land by SOI. Therefore, SOI has failed to carry its burden of proof and its argument must likewise fail.(Emphasis added.)
Appellee asserts that the trial court was merely discussing appellant's argument that any agreement was a partnership rather than a contract for services. We do not agree. This is the only statement of the burden of proof contained in the order, and it is specifically directed at the burden of proving the formation and terms of the contract. It has long been held that when a plaintiff's allegation of an oral contract and breach thereof are answered with a general denial, the plaintiff bears the burden of proving the existence and terms of a valid contract. Ozan Lumber Company v. Price, 219 Ark. 709, 244 S.W.2d 486 (1951); see also Hanna v. Johnson, 233 Ark. 409, 344 S.W.2d 846 (1961). We do not know whether the trial court's statement to the contrary resulted from a scrivener's error or instead a misunderstanding of the law, so we must reverse and remand for the entry of a corrected order or further consistent proceedings.
Appellant also argues that the trial court's judgment was erroneous because there was no evidence that Steve's Outdoor Investments, LLC, existed or that Steve Rogers, with whom appellee dealt, was its agent. We find no error. Although there was no proof offered on these points, appellant's answer admitted that Steve's Outdoor Investments, LLC, was an Arkansas limited liability company, and the answer was filed on behalf of Steve's Outdoor Investments by Steve Rogers. See generally Ark. Code Ann. § 4-32-301 (Repl. 2001).
Appellee attempts in its brief to show that the LLC existed by reference to the website of the Arkansas Secretary of State. This proof is not in the record before us, and we do not consider it.
Reversed and remanded.
VAUGHT, C.J., and GRUBER, J., agree.