CapitalValue Advisors, LLC v. K2D, Inc., d/b/a Colorado Premium Foods; Kevin LaFleur; Don Babcock; and Triton Capital Partners, Ltd., 2013 COA 125 (August 15, 2013)

It is the promise, not the paper it’s written on, that makes a contract. Plaintiff is a capital advisory firm. It had an agreement with Defendants to help them find financing. Defendants later contracted with another firm that did secure financing for Defendants. Plaintiff sought to enforce a provision that entitled it to 4.5% of the financed amount. Defendants argued the agreement was void because two of three provisions violated CRS 12-61- 101 (brokerage laws) and CRS 11-51-604 (securities laws), and thus the whole agreement was void. The trial court agreed; the court of appeals did not. Looking to the number of promises in the agreement, the court held that, in essence, each provision was its own “contract” even though they were all memorialized in the same agreement. The two unlawful provisions were severed so the agreement was not void, and judgment for Defendants was reversed.

http://www.courts.state.co.us/Courts/Court_of_Appeals/Opinion/2013/12CA1396-PD.pdf

http://www.cobar.org/opinions/opinion.cfm?opinionid=9062&courtid=1

Advertisements

Leave a comment

Filed under Contracts, Corporations

Brief this Case

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out / Change )

Twitter picture

You are commenting using your Twitter account. Log Out / Change )

Facebook photo

You are commenting using your Facebook account. Log Out / Change )

Google+ photo

You are commenting using your Google+ account. Log Out / Change )

Connecting to %s