E. Friedman & Associates, Inc. and Elliot Friedman v. ABC Hotel & Restaurant Supply, Inc.Appeal from 201st District Court of Travis County (Opinion )

State: Texas

Court: Texas Northern District Court

Docket No: 07-12-00300-CV

Case Date: 06/26/2013

Plaintiff: E. Friedman & Associates, Inc. and Elliot Friedman

Defendant: ABC Hotel & Restaurant Supply, Inc.Appeal from 201st District Court of Travis County (Opinion )

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In The
Court of Appeals
Seventh District of Texas at Amarillo

No. 07-12-00300-CV

E. FRIEDMAN & ASSOCIATES, INC.
AND ISAAC ELLIOT FRIEDMAN, APPELLANTS

V.

ABC HOTEL & RESTAURANT SUPPLY, INC., APPELLEE

On Appeal from the 201st District Court
Travis County, Texas
Trial Court No. D-1GN-08-000584, Honorable John K. Dietz, Presiding

June 26, 2013

OPINION

Before QUINN, C.J., and CAMPBELL and HANCOCK, JJ.

E. Friedman Associates, Inc., and Isaac Elliott Friedman1 appeal the granting of a summary judgment in favor of ABC Hotel & Restaurant Supply, Inc., on its suit for breach of contract and on EFA.s counterclaim for breach of contract.  Additionally, EFA appeals the award of attorney.s fees to ABC.  By cross appeal, ABC appeals the denial
1 Appellants will be referred to as EFA unless specifically referring to Isaac Elliott Friedman when Elliott will be used.
of its request for additional attorney.s fees and the calculation of post-judgment interest on the award.  We will modify the judgment regarding post-judgment interest and affirm  the trial court.s judgment as modified.
Factual and Procedural Background
In 2006, Elliott was considering selling EFA and placed the company on the market through a broker for $1,200,000. Later that same year, EFA and ABC began negotiating the acquisition of EFA by ABC.  The negotiations were extensive and lengthy.  During the negotiation phase, the parties entered into a Letter of Intent on June 22, 2007.  The Letter of Intent provided that ABC would pay $1,600,000 for the purchase of EFA.s assets.  Eventually, the price of the purchase increased and became a stock purchase agreement (SPA) instead of an asset purchase agreement.  From the date the Letter of Intent was signed until execution of the SPA, ABC was engaged in completion of its due diligence review of the operations of EFA.
EFA and ABC executed the SPA on December 31, 2007.  The agreement provided that ABC was to acquire all of the stock of EFA and Elliott was to receive payments totaling $3,805,000, in the form of a $178,000 deposit at the execution of the SPA, $1,602,000 at closing, $1,200,000 in the form of a note payable in forty-two monthly installments, and $825,000 payable over forty-two months.  The SPA provided that closing of the transaction would occur

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