This section contains the nature of the case and procedural background.

Taylor (D) sold its grocery store and the inventory therein to Allen, pursuant to a written agreement. Ilfeld (P) agreed to advance Allen 70% of the down payment if D would subordinate its obligations from Allen for Allen's obligations to P. The agreement stated that P would conduct inventory every two months and give the results and a statement of account to D. Allen was not a good store owner and D took the store back. At that time, P had only performed three inventories instead of four, and no statements of account were ever issued. D settled with Allen but refused to pay Allen's debt to P. P sued D for a breach of contract; failure to subordinate the debt. D contended that the provisions for P to take inventory and to account were conditions necessary for P to enforce its contract rights. The trial court found Allen and not D liable to P. P appealed.

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