Browning v. Peyton
| Decision Date | 14 December 1990 |
| Docket Number | 89-4098,Nos. 89-3671,s. 89-3671 |
| Citation | 918 F.2d 1516 |
| Parties | Philip A. BROWNING, Jr., Plaintiff-Counterclaim Defendant-Appellant, v. Herbert H. PEYTON, Jr., individually, d/b/a Gate Lands Company, Gate Petroleum Company, a Florida corporation, Defendants-Counterclaim Plaintiffs-Appellees. |
| Court | U.S. Court of Appeals — Eleventh Circuit |
Edward T.M. Garland, The Garland Firm, P.C., John L. Taylor, Vincent, Chorey, Taylor & Feil, Atlanta, Ga., for plaintiff-counterclaim, defendant-appellant in No. 89-3671.
Robert T. Hyde, Jr., Michael J. Dewberry, Rogers, Towers, Bailey, Jones & Gay, P.A., Walter G. Arnold, Arnold & Stratford, P.A., Jacksonville, Fla., for defendants-counterclaim plaintiffs-appellees in No. 89-3671.
Edward T.M. Garland, Robin N. Loeb, The Garland Law Firm, John L. Taylor, Michael A. Cole, Vincent, Chorey, Taylor & Feil, Atlanta, Ga., William J. Sheppard, Sheppard & White, Jacksonville, Fla., for plaintiff-counterclaim defendant-appellant in No. 89-4098.
Walter G. Arnold, Arnold and Stratford, K. Alexandra Krueger, Michael J. Dewberry, Rogers, Towers, Bailey, Jones & Gay, Cindy A. Laquidara-Kenney, Commander, Legler, Werber, Dawes, Sadler & Howell, P.A., Haywood M. Ball, Jacksonville, Fla., for defendants-counterclaim plaintiffs-appellees in No. 89-4098.
Appeals from the United States District Court for the Middle District of Florida.
Before EDMONDSON and BIRCH, Circuit Judges, and RE, Chief Judge *.
In this diversity action, plaintiff-appellant, Philip A. Browning, Jr., a Georgia resident, sought damages for breach of an alleged joint venture agreement, breach of fiduciary duty, fraud, conversion, unjust enrichment, and constructive trust, and also an accounting and attorney's fees against defendants-appellees Herbert H. Peyton, Jr., a Florida resident, Gate Land Company, and Gate Petroleum Company, two Florida corporations (collectively Peyton). Browning appeals from an order of the United States District Court for the Middle District of Florida, which granted Peyton's motion for summary judgment on all the claims.
Browning, a real estate investor and developer, brought this action after learning that Peyton had successfully bid on certain real estate owned by the Phillips Petroleum Company. Browning alleges that, prior to the bid submitted by Peyton, Browning had entered into a joint venture agreement with Peyton, the president of Gate Petroleum, in Peyton's individual capacity and on behalf of Gate Petroleum. Browning alleged that the joint venture was formed for the exclusive purpose of submitting a bid on the real estate owned by Phillips Petroleum. Browning contends that Peyton breached the joint venture agreement by submitting his own bid, thereby depriving Browning of the benefits of ownership and profits associated with the acquisition of the real estate.
In addition to his claim for breach of the joint venture agreement, Browning sought damages predicated on equitable claims of breach of fiduciary duty, fraud, conversion, unjust enrichment, and constructive trust. Browning also sought an accounting and attorney's fees. The district court, finding no genuine issue of material fact, concluded that no joint venture agreement was formed, and granted Peyton's motion for summary judgment as to all claims.
Browning contends that the district court erred in determining that there was no genuine issue of material fact, and that Browning and Peyton had not entered into a joint venture agreement. Browning also contends that the district court erred in having granted Peyton's motion for summary judgment on the equitable claims.
Three questions are presented on this appeal:
(1) whether the district court erred in determining that there was no genuine issue of material fact, and that Browning and Peyton had not entered into a joint venture agreement for the purpose of acquiring certain real estate owned by Phillips Petroleum;
(2) whether the district court erred in granting Peyton's motion for summary judgment on Browning's various equitable claims; and
(3) whether the district court erred in denying Browning's claim for attorney's fees.
In agreement with the district court we hold that there are no genuine issues of material fact as to whether there existed a joint venture agreement between the parties, and, therefore, affirm the district court's order granting summary judgment to Peyton on Browning's claim for breach of a joint venture agreement. We also affirm the district court's order denying Browning attorney fees. Since we have concluded, however, that the record presents the necessary elements for equitable relief, we reverse the court's order which granted Peyton summary judgment on Browning's equitable claims.
In 1983, Phillips Petroleum Company decided to sell a subsidiary company it owned known as Stockton, Whatley, Davin & Company (SWD). SWD was a diversified company engaged in mortgage banking, insurance brokerage and the purchase and development of commercial and residential real estate. The real estate alone consisted of over 15,000 acres of developed and undeveloped land, including two country clubs and two operating utility companies. To effectuate the sale, Phillips retained the investment banking firm of Morgan Stanley & Company that prepared the necessary offering materials and the offering of bids. The bidding process that was established allowed three alternative bids: a bid on the real estate only; a bid on the financial services only; or a bid on both the real estate and financial services.
After learning of Phillips' desire to sell SWD, Browning, in April, 1983, met with Peyton to discuss the possibility of entering into an agreement to acquire some or all of the assets of SWD. Following an initial meeting, Peyton, in furtherance of Browning's proposal, contacted Phillips and requested assistance in entering into the bidding for SWD's assets.
On April 23, 1983, Browning obtained the offering memorandum from Morgan Stanley and met with Peyton a second time to discuss the acquisition of the SWD holdings. Browning contends that at the April 23 meeting, Peyton, acting individually and as chief executive officer of Gate Petroleum and Gate Land, agreed to form a joint venture with Browning for the purpose of submitting a bid for the acquisition of all or part of SWD. According to Browning, the joint venture was formed with Peyton to analyze and develop a bidding strategy, and, after the purchase, to form a structure for the management of SWD and to market certain of SWD's holdings.
On April 25, 1983, the parties met for a third and final time to review the offering memorandum and to discuss a bid proposal. On that date, Browning also contacted his lawyer and requested that a document be drafted entitled "Confidentiality and Non-Competition Agreement." The first paragraph of the document states that "[t]he undersigned have agreed to enter into discussions and negotiations with each other for purposes of deciding whether to participate as a group in making a proposal to Phillips Oil Company for the acquisition of [SWD]...." Although the document was given to Browning after the April 25 meeting with Peyton, it was not sent to Peyton for signature.
Browning asserts that he acted in furtherance of the joint venture, by contributing "his insight and expertise" for managing, developing, and marketing the SWD properties to be acquired. He also states that he contributed time and effort to determining whether other individuals and institutions could contribute to the joint venture.
In early May, 1983 Peyton informed Browning that he was no longer interested in acquiring the assets of SWD and, therefore, no longer wanted to participate with Browning in submitting a bid. Browning alleges that thereafter, "[i]n reliance upon the representation made by Peyton, [Browning] ceased his efforts toward the purchase of SWD or any of its holdings." Notwithstanding the representation by Peyton that he was no longer interested in acquiring the assets or submitting a bid, subsequently, on May 16, 1983, Peyton submitted a successful bid of $60,000,000 for the real estate holdings of SWD.
At the time of the events that form the basis of this lawsuit, Browning was a resident of Florida. In August, 1984, while still a resident of Florida, Browning brought suit against Peyton in the Florida state courts. Although Peyton's brief states that this suit was later dismissed by the state court, it is not otherwise mentioned by the parties, and is not an issue in this action.
After moving to Georgia, and seeking damages for breach of the joint venture agreement and the various claims, on March 10, 1987, Browning brought the present action in the United States District Court for the Middle District of Florida against Peyton, Gate Petroleum and Gate Land.
Peyton moved for summary judgment on all eight counts of Browning's complaint. Having determined that "the evidence is not sufficient to support a finding that a binding and enforceable joint venture agreement was ever created[,]" the district court granted Peyton's motion for summary judgment on the breach of the alleged joint venture claim. Browning v. Peyton, No. 87-00197, slip op. at 12 (M.D.Fla. July 5, 1989).
The district court also determined that "[s]ummary judgment would therefore be proper as to plaintiff's entire case because the alleged oral joint venture agreement is the foundation of all counts of the Complaint." Id. Accordingly, the court granted Peyton's motion for summary judgment on all claims, including Browning's claim for attorney's fees.
Under Rule 56(c) of the Federal Rules of Civil Procedure, a party is entitled to summary judgment "if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a...
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