339 F2d 439 Baker Oil Tools Inc v. Pressure Services Inc

339 F.2d 439


No. 21149.

United States Court of Appeals Fifth Circuit.

Dec. 14, 1964.

Royal H. Brin, Jr., Dallas, Tex., for appellant, Strasburger, Price, Kelton, Miller & Martin, Dallas, Tex., of counsel.

Timothy E. Kelley, Talbot Rain, Dallas, Tex., for appellee, Thompson, Knight, Wright, & Simmons, Dallas, Tex., of counsel.

Before BROWN and WISDOM, Circuit Judges, and ESTES, District Judge.


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Baker Oil Tools, Inc. (Baker) appeals from a $12,548.02 summary judgment in favor of Pressure Services, Inc. (PSI) in PSI's action on a written contract, dated April 30, 1962, for the purchase by Baker of PSI's assets. The only question presented involves the value of appellee's net current assets on April 30, 1962 and the resulting adjustment of the basic purchase price as provided in the contract.


The basic purchase price of $600,000 was computed on the basis of an unaudited financial statement by PSI's accountants, Connell & Tompkins, showing the net current asset value, as of March 31, 1962, to be.$160,725.25. The contract provided that an audited balance sheet would be prepared as of April 30, 1962 by Baker's certified public accountants, Haskins & Sells, 'subject to approval by Connell & Tompkins, Certified Public Accountants, for PSI, as to the fact that net current assets at April 30, 1962, have been computed in the same manner as computed at March 31, 1962.' The basic purchase price was to be adjusted, depending on the value of the net current assets as of April 30, 1962, 'computed in the same manner as computed March 31, 1962.'


The basic purchase price of $600,000, as well as an undisputed additional $6,268 adjustment, was paid by Baker.


Baker's accountants, Haskins & Sells, prepared an audited balance sheet which presented 'fairly the financial position of the Company at April 30, 1962, in conformity with generally accepted accounting principles consistently applied' and showed net current assets of the value of $179,541.27. The result was an $18,816.02 increase in the value of the net current assets. PSI's accountants, Connell & Tompkins, reviewed this audited balance sheet and certified that PSI's net current assets as of April 30, 1962 were 'computed in the same manner as that of March 31, 1962, Pressure Services, Inc. unaudited balance sheet.' The record, including the affidavits of the respective accountants and parties, discloses that the $18,816.02 increase of net current assets as of April 30, 1962 was correct and was determined as provided by the contract between the parties.


Appellant's contention that net current assets were not computed in accordance with the contract, in that they were not 'computed in the same manner,' has no real support in the record, is without substance and raises no genuine issue as to any material fact.


The summary judgment was right. Rule 56, F.R.Civ.P.; Dressler v. MV Sandpiper (2 Cir., 1964), 331 F.2d 130. The judgment of the District Court is