Terfehr

I. INTRODUCTION

Pamela and Roger Terfehr “merged” their sole proprietorship, Advanced Systems, into Western Lightwave, Inc. In practical effect, the merger meant that the Terfehrs signed over all the assets of Advanced Systems, both tangible and intangible, to Western Lightwave. In return, the Terfehrs got a promise of stock in Western Lightwave equal to the value of Advanced Systems, plus at-will employment in a managerial capacity at Western Lightwave. But the merger never quite jelled. The Terfehrs never received the stock they should have gotten in Western Lightwave, and, though they spent about two months on the Western Lightwave payroll, were soon fired. They lost most, but not all, of the hard-assets transferred in the aborted merger. The question on appeal is the damages to which the Terfehrs are entitled. They never showed that Advanced Systems had any value above its hard assets. They never sued for breach of contract, wrongful termination, or breach of the implied covenant of good faith and fair dealing. And the evidence, even as to the hard assets, didn’t support the figure the trial court awarded. Accordingly, we must reverse the judgment in its entirety to the…