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IN THE SUPREME COURT OF TENNESSEE AT KNOXVILLE DAN ALEXANDER v. JAY ARMENTROUT, JR. and PATRICIA RUTH ARMENTROUT
Appeal from the Circuit Court for Washington County No. 7365 Lewis W. May, Judge

No. E1998-00136-SC-R11-CV - Decided - June 9, 2000 NOT FOR PUBLICATION

This appeal arises from a dispute between brothers-in-law over the sale of a partnership interest in a family dairy business. After reaching an oral agreement regarding the price of the interest to be sold, the buyer tendered $50,000 of the purchase price to the seller and later presented a promissory note evidencing an obligation for the $61,000 balance of the sale. The seller's home subsequently burned and the note was destroyed. A dispute arose between the parties as to the validity of the note and the existence of an agreement. The seller contends that the note handed to him by the buyer does not contain the true terms of the contract. He argues that his agreement was with the buyers and not with the buyer's corporation. The buyer contends that his corporation is liable on the note and not him personally. A jury found that the note was not accepted by the seller and rendered judgment against the buyer and his wife, rather than against the corporation. In reviewing the trial court's denial of the buyer's motion for a directed verdict, the Court of Appeals reversed the jury's findings and held that the seller accepted the promissory note and was estopped from denying his acceptance. Accordingly, the intermediate court reversed the judgment against the buyer and his wife, finding them not to be personally liable on the promissory note. After a close review of the record, we have concluded that while the Court of Appeals correctly reversed the judgment against the buyer's wife, it erred by reversing the jury's verdict with respect to the buyer personally. We therefore reinstate the jury's verdict and judgment against the buyer. Tenn. R. App. P. 11 Appeal by Permission; Judgment of the Court of Appeals Reversed in Part and Affirmed in Part. DROWOTA , J., delivered the opinion of the court, in which ANDERSON, C.J., BIRCH, HOLDER & BARKER, JJ. joined. Timothy S. Belisle and Randall E. Sermons, Johnson City, Tennessee, for the appellant, Dan Alexander. Rick J. Bearfield, Johnson City, Tennessee, for the appellees, Jay Armentrout, Jr. and Patricia Ruth Armentrout.

OPINION

FACTUAL BACKGROUND Between 1980 and 1993, Dan Alexander and Jay Armentrout, Jr. owned and operated a dairy farm, Alexander-Armentrout Dairies, as a partnership.1 The two men are brothers-in-law; Alexander is married to Armentrout's sister. In June 1993, after disagreements about certain aspects of the partnership, the men decided to dissolve their business relationship. As a result, Armentrout agreed to purchase Alexander's interest in the partnership for $111,000. Under their agreement, Armentrout was to receive all of the partnership assets and was to assume all partnership liabilities. Aware that Armentrout would be unable to produce the entire $111,000 at once, Alexander agreed to receive a partial payment for his interest, but to finance the balance under a promissory note. The parties did not prepare a written contract for the sale of Alexander's partnership interest to Armentrout. In July 1993, the parties met at Hamilton Bank to close the sale of Alexander's interest. Alexander received a cashier's check for $50,000, bearing the names of Jay and Patricia Armentrout, as an initial payment toward his interest. (The Armentrouts had obtained a loan to secure the $50,000.) The parties agreed that the $61,000 balance would be paid pursuant to a promissory note that Armentrout would obtain and present to Alexander in the near future. No note had been prepared or executed at the time of the closing. Sometime thereafter, Armentrout asked the partnership's accountant, Kenneth McCurry, to prepare a promissory note evidencing the balance he owed Alexander for the sale. McCurry drafted a note stating that "[f]or value received, Jay Armentrout d/b/a Armentrout Acres, Inc., promises to pay to the order of Dan Alexander . . . , the principal sum of _______________ plus interest accruing from July 6, 1993 at the rate of 7

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