{
  "id": 8723122,
  "name": "Brown Broadcast, Inc. v. Pepper Sound Studio, Inc. et al",
  "name_abbreviation": "Brown Broadcast, Inc. v. Pepper Sound Studio, Inc.",
  "decision_date": "1967-05-29",
  "docket_number": "5-4214",
  "first_page": "701",
  "last_page": "704",
  "citations": [
    {
      "type": "official",
      "cite": "242 Ark. 701"
    },
    {
      "type": "parallel",
      "cite": "416 S.W.2d 284"
    }
  ],
  "court": {
    "name_abbreviation": "Ark.",
    "id": 8808,
    "name": "Arkansas Supreme Court"
  },
  "jurisdiction": {
    "id": 34,
    "name_long": "Arkansas",
    "name": "Ark."
  },
  "cites_to": [
    {
      "cite": "241 Ark. 36",
      "category": "reporters:state",
      "reporter": "Ark.",
      "case_ids": [
        1724128
      ],
      "weight": 2,
      "opinion_index": 0,
      "case_paths": [
        "/ark/241/0036-01"
      ]
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  "last_updated": "2023-07-14T15:00:12.038660+00:00",
  "provenance": {
    "date_added": "2019-08-29",
    "source": "Harvard",
    "batch": "2018"
  },
  "casebody": {
    "judges": [],
    "parties": [
      "Brown Broadcast, Inc. v. Pepper Sound Studio, Inc. et al"
    ],
    "opinions": [
      {
        "text": "Paul-Ward, Justice.\nThis appeal comes from litigation involving the. sale \u00f3f a radio, station (KVEE) located at (Conway. The principal issue concerns what, if any,'liabilities the purchaser assumed.\n' The original owners' of the station prior .to 1964 were J. C. Willis, Hugh C. Jones, Harold J. Nichols, and\" William E. Cooper (referred to as \u201cPartners\u201d). The purchaser was Brown Broadcast, Inc., appellant. The other party involved is Pepper Sound Studio; Inc., a corporation domiciled in Tennessee at Memphis, referred to as \u201cPepper\u201d.\nOn April 13,1964 Partners and Pepper entered into a written contract designated as \u201cCreative Sales Service Agreement\u201d, referred to as \u201ccontract\u201d. The contract obligated Pepper to lease to Partners certain \u201csound production and promotion materials\u201d over a period of five years \u2014 to be used by Partners for one-minute-spot advertising purposes. For said service, the contract obligated Partners to pay Pepper $1,908 in equal monthly installments of $31.80.\nOn July 29, 1965 Partners sold the station to appellant, the sale being evidenced by a comprehensive written instrument.\nA few months after the sale to appellant the monthly payments became delinquent and Pepper filed a complaint against appellant and Partners asking for specific performance of the contract against appellant or, in the alternative, for judgment against both defendants \u201cfor the sum of $31.80 per month for December, 1966 and each month thereafter in which plaintiff (Pepper) performs its contract to KVEE\u201d. Partners answered, denying they owed appellant anything and stating they had transferred the lease agreement and all other property rights in the station to appellant who agreed to assume the contract. Replying, appellant denied any knowledge of the contract, and stated it assumed no obligations therein contained. There were other pleadings but it is not necessary to refer to them at this time.\nUpon trial, the court found: (a) Partners are not released from the contract; (b) appellant and Partners owe Pepper $381.60, being the balance due for materials furnished to the station; (c) Pepper is entitled to specific performance of the contract, and; (d) appellant owes Partners for balance of purchase price of the station.\nOn appeal, appellant relies on four separate points or assignments of error for a reversal. They will he rephrased, and may he sufficiently examined, as follows:\nOne, Pepper is a foreign corporation, not authorized to do business in Arkansas, and therefore is not permitted to use the courts of this State to enforce a contract in this State. Two, there is no competent testimony to show appellant assumed the contract. Three, Partners did not come into equity with clean hands and, therefore, are not entitled to any relief.\nOne. It is admitted that Pepper has not complied with Ark. Stat. Ann. \u00a7 64-1201 (Repl. 1966) by filing a copy of its charter with the Secretary of State. Based on this fact appellant contends Pepper has no right, under the provisions of Ark. Stat. Ann. \u00a7 64-1202 (Repl. 1966), to maintain this action. We do not agree. If the contract here sued on was made in Tennessee it was not necessary for Pepper to comply with the section first mentioned. It was so held and fully explained in UPI v. Hernreich, d/b/a Station KZNG, 241 Ark. 36, 406 S. W. 2d 317. In Pepper\u2019s complaint it is alleged that this contract was \u201caccepted by plaintiff at his home in Memphis, Tennessee.\u201d Appellant, in its answer, admitted the above allegation was true. The notes, themselves, show they were executed in Memphis. We find no evidence in the record to show the contract was executed in Arkansas. In UPI, supra, we approved this statement:\n\u201c\u2018It has been said that the Arkansas Statute cannot apply to prevent actions on contracts not made in Arkansas, even though interstate commerce be not involved.\u2019 \u201d\nTwo. It is here insisted by appellant, in essence, that the weight of the testimony does not sustain the finding by the trial court that appellant assumed the terms and obligations of the contract made by Pepper and Partners. Again, we cannot agree.\nIn the first place the sales contract between appellant and Partners, in paragraphs 1 and 1 (c), provides that the \u201cBuyer (appellant) shall acquire from Sellers ... all contracts, agreements, franchises, leases ... in effect currently on or on closing date, except as provided in paragraphs 11 and 12 hereof\u201d. These two named paragraphs do not exclude the contract here in question. On the contrary, paragraph 11 recites that appellant shall assume all contracts and agreements \u201cdescribed in paragraph 1 (c) \u201d. We think it is made clear that appellant had knowledge of the contract.\nWe think the record fully supports a finding by the trial court that appellant knew of the contract and assumed the same. Mr. Hill testified that Robin Brown, president of appellant, told him the stations were using services provided under the contract after October 1, 1965. He also testified that, at the time of the trial, the \u201cspots\u201d were being run to the satisfaction of Pepper.\nThree. The trial court, under proper pleadings, also gave Partners judgment against appellant for the balance due under the sale of the station. The only objection by appellant to the court\u2019s action is that Partners did not come into a court of Equity with clean hands. The only basis for this objection are the matters previously discussed. Considering the conclusions already reached, we find nothing to justify us in holding Partners came into court without \u201cclean hands\u201d. Nor do we find anything in the record which reflects unfavorably on Partners.\nAffirmed.",
        "type": "majority",
        "author": "Paul-Ward, Justice."
      }
    ],
    "attorneys": [
      "Bob Damson, for appellant;",
      "Gordon & Gordon and Clark, Clark & Clark, for appellees."
    ],
    "corrections": "",
    "head_matter": "Brown Broadcast, Inc. v. Pepper Sound Studio, Inc. et al\n5-4214\n416 S. W. 2d 284\nOpinion delivered May 29, 1967\n[Rehearing denied July 26, 1967.]\nBob Damson, for appellant;\nGordon & Gordon and Clark, Clark & Clark, for appellees."
  },
  "file_name": "0701-01",
  "first_page_order": 723,
  "last_page_order": 726
}