Heating & Air Specialists Inc. v. Jones

Appeals from the United States District Court for the Western District of Arkansas Submitted: January 14, 1999 Heating and Air Specialists, Inc. ("" A/C"") brought suit against Lennox Industries, Inc. ("" Lennox"") alleging breach of contract, violation of the Arkansas Franchise Practices Act, Ark. Code Ann. §§ 4-72-201 et seq. ("" AFPA""), and fraud arising from Lennox's decision to terminate A/C's franchise with Lennox. Lennox counterclaimed for amounts allegedly due from the sale of goods to A/C, and joined James Jones ("" Jones""), A/C's sole shareholder, as a third party counter-defendant. The district court dismissed A/C's claim under the AFPA on a motion for summary judgment, but permitted the remaining issues to proceed to trial. A/C and Jones appeal from the district court's grant of summary judgment on A/C's claim under the AFPA. They further argue that the district court erred by submitting various instructions to the jury, including an instruction stating that A/C could be liable on Lennox's counterclaim without regard to whether Lennox breached its agreements with A/C, and an instruction regarding Jones's individual liability for A/C's debts that did not require Lennox to prove fraud in order to disregard the corporate entity. A/C and Jones additionally claim that the district court erred in failing to instruct the jury on the issues of promissory estoppel and waiver. Lennox cross-appeals, arguing that the district court erred in submitting A/C's breach of contract claims to the jury. We reverse in part and affirm in part. I.