Altman v. Pilcher

• Decision Date: 28 March 2013
• Docket Number: No. A12A2182.,A12A2182.
• Citation: 740 S.E.2d 866,321 Ga.App. 8
• Parties: ALTMAN et al. v. PILCHER et al.
• Court: Georgia Court of Appeals

321 Ga.App. 8

740 S.E.2d 866

ALTMAN et al.

v.PILCHER et al.

No. A12A2182.

Court of Appeals of Georgia.

March 28, 2013.

H. Lehman Franklin, Jr., Statesboro, for Appellants.

Coppedge & Evans, Warren N. Coppedge, Jr., Dalton, W. Scott Brannen, for Appellees.

MILLER, Presiding Judge.

James W. Pilcher, Jr. and F. Barry Hodges III (Pilcher and Hodges), filed suit against Charles B. Altman, Jr.; the Estate of Charles B. Altman, Sr.; Charles B. Altman, Jr., Executor; and Altman Pontiac Buick Co., Inc. (the Altman parties) to enforce a settlement agreement. Following discovery, Pilcher and Hodges filed a motion seeking specific performance of their claim to convey real estate and damages provided for under the settlement agreement. After conducting a hearing, the trial court ordered the Altman parties to convey real estate and to pay damages, including interest and attorney fees. In its order, the trial court acknowledged that it had not disposed of all pending claims, but certified its order as final under OCGA § 9–11–54(b). The Altman parties appeal, claiming that the trial court erred by requiring them to convey property to Pilcher and Hodges by warranty deed, finding that the settlement agreement required them to pay certain amounts, including interest and attorney fees, and concluding that the Estate of Charles B. Altman, Sr. (the Altman Estate) had made distributions during the pendency of the underlying action. For reasons that follow, we affirm in part and reverse in part and remand the case to the trial court for further proceedings consistent with this opinion.

The settlement agreement was designed to settle all disputes between the parties and to resolve prior protracted litigation. The agreement showed that Altman Pontiac Buick was the owner of certain real property against which Pilcher and Hodges held a lien. The agreement provided that the parties would try to sell that property and that Pilcher and Hodges would be paid the first $347,170 from the sale, with the remaining proceeds to be divided equally among the parties. If the property did not sell after four months, Charles B. Altman, Jr. and the Altman Estate (the Altmans) would be required to pay $2,300 a month, with the payments applied to a bank loan taken out by Pilcher and Hodges. If the property did not sell within 12 months, the Altmans had the first option to purchase the property by paying $500,000 to Pilcher and Hodges. If the Altmans did not exercise that option, they were to convey all of their interests in the property to Pilcher and Hodges and to sign all documents necessary to cause Altman Pontiac Buick to convey its interest in the property to Pilcher and Hodges. The $2,300 monthly payments were to begin on March 5, 2010 and continue until the property was either sold to a third party, purchased by the Altmans, or conveyed to Pilcher and Hodges. The parties also agreed that they would each pay [321 Ga.App. 9]50% of all ad valorem taxes now due and future ad valorem taxes when they became due.

The property did not sell within 12 months and the Altman parties did not exercise their option to purchase the property. Pilcher and Hodges brought suit, seeking to require the Altman parties to convey their interests in the property. They also alleged that the Altman parties had not paid the 2010 or 2011 ad valorem taxes or made the $2,300 monthly payments since October 2010, and sought to recover those amounts, with interest, and attorney fees. The Altman parties denied that Pilcher and Hodges were entitled to any relief sought in the complaint.

1. The Altman parties contend that the trial court erred by requiring them to convey the property to Pilcher and Hodges by warranty deed because the settlement agreement only requires them to convey the property and does not designate the specific method of conveyance. They argue that they cannot convey the property by warranty deed because liens remain on the property, including liens placed by Pilcher and Hodges after the trial court issued its order. They also contend that they attempted to convey the property after the trial court issued its order with a quitclaim deed from Altman Pontiac Buick to Pilcher and Hodges.

Settlement agreements “are highly favored under the law and will be upheld whenever possible as a means of resolving uncertainties and preventing lawsuits.” (Footnote and punctuation omitted.) Triple Eagle Assoc. v. PBK, Inc., 307 Ga.App. 17, 20(2), 704 S.E.2d 189 (2010). A settlement agreement is deemed to be “sufficiently definite and certain if it contains matters which will enable the courts, under proper rules of construction, to ascertain the terms and conditions on which the parties intended to bind themselves.” (Footnote and punctuation omitted.) Id.

Here, the settlement agreement required the Altmans to convey all of their interest in the property to Pilcher and Hodges. The trial court ordered them to do whatever was necessary to convey the property by warranty deed within 30 days of its order. The settlement agreement also required the Altmans to sign all documents necessary to cause Altman Pontiac Buick to convey its interest in the property to Pilcher and Hodges, and the trial court ordered them to comply with this provision within 30 days of its order. Although the Altman parties argue that they attempted to convey the property by quitclaim deed after the trial court had entered its order, “we cannot consider facts, related by briefs, which do not appear in the record sent up from the clerk of the lower court. Appellate courts will review only evidence presented to the trial court before its ruling on the motion. Additional evidence will not be admitted on appeal.” (Citation and punctuation omitted.) Paul v. Joseph, 212 Ga.App. 122, 125(2), 441 S.E.2d 762 (1994).

Based on the clear terms of the settlement agreement, we affirm the trial court's order requiring the Altman parties to convey the property to Pilcher and Hodges. The settlement agreement does not, however, require the Altman parties to convey the property by warranty deed. It requires that they convey all of their interests in the property and this can be accomplished by a quitclaim deed, which releases “to the grantee without warranty all the right, title or interest of the grantor in the land described,” and when “properly drawn and executed, it is fully as effective to pass title as a warranty deed.” (Emphasis supplied.) 2 Pindar's Ga. Real Estate Law & Procedure § 9–5 (6th ed. 2004); see also Horn v. Gilley, 263 Ga. 104, 105, 428 S.E.2d 568 (1993) (“If the grantor has title to or an interest in land, a deed of quitclaim is just as effective to pass that title as a deed with covenants of warranty.”).

2. The Altman parties contend that ...