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Court of Appeals Strictly Applies Language of Buy-Sell Contract for a Wisconsin Tavern

The Wisconsin Court of Appeals, District II, recently issued an unpublished decision interpreting a buy-sell agreement for the sale of a tavern business, Weichman v. Krueger et. al, 2006 AP 1951 (Feb. 21, 2007). The case illustrates the importance of careful contract drafting.

The contract for the sale of a tavern included a provision stating that the seller agreed to transfer "any and all rights to all personal property owned by me...located at [the tavern] including the property described in the attached Exhibit ‘A’...." The seller claimed that he intended to sell only those items of personal property listed in Exhibit A, and that certain items were trade fixtures and therefore not items of personal property. The buyer claimed that the contract granted him ownership of all personal property located at the tavern, and the trial court agreed.

The court of appeals affirmed the trial court’s decision in favor of the buyer. First, the court agreed that the contract language was clear on its face. Therefore, the court could not accept any outside evidence of the parties’ intent. Second, the court rejected the seller’s argument that so-called "trade fixtures" located on the property were not items of personal property. The court found that trade fixtures are "a species" of personal property; thus they were included in the items transferred to the buyer.

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