Nelson v. Elway
Colorado Supreme Court
908 P.2d 102 (1995)
Nelson (plaintiff) owned two automobile dealerships. General Motors Acceptance Corporation (GMAC) provided all the financing for both dealerships. The dealerships were having financial difficulties. In July of 1990, Nelson hired Pico to represent him in selling or refinancing one or both of the dealerships. Pico entered into negotiations to sell the dealerships to Elway (defendant). Elway could not afford Nelson’s asking price. Pico proposed a “service agreement” under which Nelson would sell Elway the dealerships at a greatly reduced price in exchange for Elway’s agreement to pay Nelson $50.00 for every vehicle sold by the dealerships for seven years. Nelson and Elway orally agreed to this arrangement, but did not reduce it to a signed writing. Nelson and Elway did, however, execute a written “buy-sell agreement” outlining the terms of the sale of the dealerships by Nelson to Elway. When Nelson and Elway met to sign the agreement, GMAC informed Elway that it would pull all financing for the dealerships if Nelson received any proceeds from the sale of the dealerships. After receiving this information from GMAC, Elway informed Nelson that he would not sign the service agreement after all. Thus, the buy-sell agreement did not contain the terms of the service agreement. The buy-sell agreement did, however, contain a merger clause stating that the written agreement constituted the final agreement of Nelson and Elway and represented all previous discussions of the parties. After the sale of the property was finalized, Elway refused to abide by the terms of the oral service agreement. Nelson brought suit in Colorado state court against Elway, seeking damages for breach of contract. The trial court held for Elway, and the appellate court affirmed. Nelson appealed.
Rule of Law
Holding and Reasoning (Vollack, C.J.)
Dissent (Lohr, J.)
What to do next…
Unlock this case brief with a free (no-commitment) trial membership of Quimbee.
You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.
Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.
Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.
Here's why 171,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 13,800 briefs, keyed to 187 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.