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Contract written on napkin sent scrawling
Thursday, November 02, 2000 By Tom Gibb, Post-Gazette Staff Writer
ALTOONA -- It's enough to make a lawyer rend his $1,400 garment, but anybody can write down a binding legal contract on anything. On a sheet of wrapping paper, a chalk slate, or a paper grocery bag.
Why, two fellows could even sit down in a Chinese restaurant, shoot the breeze for a while and seal a three-quarter-million-dollar land deal by jotting an agreement on the back of a paper napkin.
That is, unless they failed to pencil in a few critical details.
Then the contract isn't worth the napkin it's jotted on, Blair County Common Pleas Judge Jolene Kopriva decided.
With that, in a decision rendered last week, Kopriva tossed out the $755,000 sale of a Chinese restaurant and surrounding property, part of a much-coveted spot at an often-clogged Altoona intersection.
"It's a great country, a great country," said An Ting Chang, who came to the United States from Taiwan 30 years ago, made his Peking II, House of Chang into a local fixture and complained that buyers were trying to elbow him into parting with the restaurant at an unfairly low price.
But the napkin-as-contract case might be appealed to the state Superior Court. Spurned buyer Bruce Thaler and attorney Forrest Fordham of Johnstown said yesterday they haven't made a decision yet.
Thaler, an Altoona dentist and a regular at the restaurant, had been dickering to buy the place for about a year, Chang said. According to court documents, Thaler and his development group, TEDD LLC, figured on having the restaurant and a national video chain on the property.
One night in January, Chang and Thaler sat down in the restaurant, talked business for a few hours and came up with a completed, well, restaurant napkin.
"I took Chang to court because he didn't stand behind his word," said Thaler.
As interpreted in TEDD's lawsuit, filed in June, the napkin said the group would buy the ground for $755,000 or $762,500, depending on the real estate commission, Chang could rent his restaurant for five years, and the buyers would finance only $300,000 of the sale price.
But a photocopy of the napkin -- now an official court document -- shows terms scrawled in roughly the penmanship of a man sprinting for a cab, written in disconnected phrases such as "commission 4%," "real estate tax 1/2 pay" and "10 year 7.5%."
The problem, Kopriva wrote in her decision, is that the sales agreement doesn't say who's buying and who's selling, or what's being sold or, for sure, what the sale price is.
There's a spot on the napkin where Thaler and Chang were supposed to sign. "It is unclear whether or not the markings ... constitute signatures," Kopriva wrote.
For her ruling, Kopriva reached back before the Constitution to 1772 and a British law called the Statute of Frauds, now incorporated into American law. In effect, the statute barred people from laying claim to property unless they had written agreements to back up those claims.
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