FREEMAN HOLDINGS OF ARKANSAS, LLC, and Francis B. Freeman, Jr., Appellants
FNBC BANCORP, INC., Appellee
Rehearing Denied April 24, 2019
[Copyrighted Material Omitted]
FROM THE BAXTER COUNTY CIRCUIT COURT [NO. 03CV-16-263],
HONORABLE JOHN R. PUTMAN, JUDGE
Eldredge & Clark, LLP, Little Rock, by: William A. Waddell,
Jr. and Joshua C. Ashley, for appellants.
Grooms & Tull PLLC, Little Rock, by: Joseph W. Price II and
Thomas H. Wyatt, for appellee.
R. ABRAMSON, Judge
lawsuit arises out of an online auction to sell certain real
property located at 901 South Main Street in Mountain Home,
Arkansas. The overarching issue presented in this appeal is
whether Freeman Holdings of Arkansas, LLC, and Francis B.
Freeman, Jr., (Freeman) formed an enforceable contract with
FNBC Bancorp, Inc. (FNBC), to purchase the property. The
circuit court found that an enforceable contract existed
between the parties and ordered specific performance. We
sought to sell certain real property located at 901 South
Main Street in Mountain Home, Arkansas. FNBC hired Wooley
Auctioneers (Wooley) to administer an online auction to sell
the property and gave Wooley the exclusive right to offer the
property for sale. In the course of Wooleys representation
of FNBC, Wooley drafted the documents for the online auction,
and FNBC accepted those documents as its own.
Freeman was interested in purchasing the property. Freeman
authorized its agent, Raymond Mikesch, to conduct research on
the auction and bid on the property. It is undisputed that
Mikesch had authority to act on Freemans behalf.
the auction, Mikesch perused Wooleys website to familiarize
himself with it. Then, on April 27, 2016, the date of the
auction, Mikesch logged on to Wooleys website and registered
to bid. Mikesch was required to accept the terms and
conditions of the auction when he registered to bid on the
property. Thereafter, he made thirteen separate bids to
purchase the property. At the conclusion of the auction, he
was informed that he had placed the highest bid—
terms and conditions agreed to by Mikesch would prove to be
integral to the future litigation. They provide in part as
TERMS TO PURCHASE REAL ESTATE: Successful Purchasers Will Be
Required To Tender A Cashiers Check In The Amount Equal To
20% Of Contract Purchase Price To The Respective Title
Company(s) Within 48 Hours After Acceptance By The Bank,
Along With A Signed ...