Buchanan v. Johnson
| Decision Date | 20 November 1979 |
| Citation | 595 S.W.2d 827 |
| Parties | James S. BUCHANAN and wife, Esther R. Buchanan, Plaintiffs-Appellants, v. Polk JOHNSON and wife, Dona Johnson and Gerrold Johnson, Defendants and Third-Party Plaintiffs-Appellees, v. James Hoyt TAYLOR, Third-Party Defendant, Cross-Complainant and Third-Party Plaintiff-Appellee, v. Robert L. BOULDIN and Nicky Stafford, d.b.a. Robert L. Bouldin Realty Company, Third-Party Defendants-Appellees. |
| Court | Tennessee Court of Appeals |
Harry Max Speight, P.C., Dresden, for Buchanans.
William Michael Maloan, Brundige & Maloan, P.C., Martin, for Bouldin and Stafford.
David H. Welles, Thomas, Welles & Thomas, Dresden, for Johnsons.
Robert T. Keeton, Jr., Taylor & Keeton, Huntingdon, for Taylor.
The plaintiffs, buyers, sue for specific performance of a contract to sell 42 acres of land and for damages due to the breach of the contract. The chancellor declared the contract invalid and ordered the specific performance of another contract to sell the same property to James Hoyt Taylor. The plaintiffs appeal that decision. We will refer to the plaintiffs' written contract as the Buchanan contract and the other written contract as the Taylor contract.
The sellers who signed the Buchanan contract were the then owners of the land, the defendants, Polk Johnson and wife, Dona Johnson. Polk and Dona Johnson are advanced in years, in frail health and confined to a nursing home in Weakley County, Tennessee. They moved into the nursing home in July 1977, at which time, by written instrument, they gave to their son, Gerrold Johnson, power of attorney to sell the 42 acre farm which was their homeplace. This power of attorney does not prohibit a sale of the land by the owners. We also note that no party questions the physical or mental ability of Polk and Dona Johnson to execute a contract to convey the land.
Polk Johnson listed the farm for sale with Robert L. Bouldin and Nicky Stafford d.b.a. Robert L. Bouldin Realty Company. Nicky Stafford of that firm handled all negotiations as the agent of Polk and Dona Johnson. As a result of certain advertisements effected by Stafford, Buchanan contacted him and at Stafford's office Buchanan signed a written contract (the Buchanan contract) to buy the land. Buchanan also delivered to Stafford a check in the amount of $2,500 as down payment. That check was never cashed. This contract is dated June 30, 1978, and contains the following provisions which must be interpreted in this lawsuit Buyer agrees to purchase said property and pay the sum of $29,400 upon the following terms: $29,400 cash, buyer gets owner share of crop rent from James Hoyt Taylor. Lease to be cancelled w/buyer getting land to work for crop year 1979. Owner responsible for notifying renter.
Stafford then took the Buchanan contract to the nursing home and the contract shows on its face that Polk and Dona Johnson signed it on July 1, 1978. Stafford then contacted Gerrold Johnson, who lived in the state of Indiana, that he, Gerrold, should come to Weakley County, Tennessee, and obtain the release of the land for the crop year 1979 from the tenant James Hoyt Taylor. Gerrold came to Tennessee on July 5th or 6th and was advised by Taylor that he, Taylor, would not release the farm for the crop year 1979. The tenant, Taylor, had been renting the farm for several years on a share-of-the-crop basis, and he maintained that because he had limed the land in 1978 it was a community custom that he was entitled to farm it for three more years. We make no ruling on that claim, but we note that no such agreement between Taylor and the owners was proved.
Thereafter, Stafford had Taylor and Gerrold Johnson come to his office to discuss the situation. Stafford told Gerrold Johnson and Taylor that the Buchanan contract was not enforceable because Buchanan wanted possession of the land for the crop year 1979 and Taylor was entitled to six months notice before he could be required to surrender the leasehold. Stafford stated that such notice was required before July 1, 1978, which date had passed. Gerrold Johnson and Taylor accepted Stafford's legal opinion on the matter. Taylor then offered to buy the farm at the same price as stated in the Buchanan contract. Stafford then drew up a written memo (the Taylor contract) to that effect, dated July 8, 1978, which was signed by Taylor and by Gerrold Johnson acting under his power of attorney from Polk and Dona Johnson. Taylor gave a $2,000 check to Gerrold Johnson as part payment, which check was cashed and the money placed in the account of Polk Johnson.
At no time during these negotiations did any of the parties attempt to contact the Buchanans or Polk Johnson. After the Taylor contract was signed, and on the same day, Stafford contacted Buchanan by telephone and told him that the Buchanan contract could not be carried out because Taylor refused to give possession for the crop year 1979. Buchanan told Stafford to hold everything and that he just wanted a fair rental for 1979. Buchanan, on the same day, went to see Polk Johnson and talked with him and Gerrold Johnson. The situation was explained to Polk Johnson and he stated that Buchanan should have the farm.
The Buchanan contract contained a closing date of August 1, 1978. This lawsuit was filed on July 31, 1978, and the Buchanans tendered into court the balance of the purchase price.
The defendants Polk Johnson, Dona Johnson and Gerrold Johnson filed a third party complaint against Taylor averring that in the event they are ordered to convey the property to the original plaintiffs that they should be relieved of any liability to Taylor because Taylor had knowledge of the Buchanan contract prior to the time he entered into the Taylor contract to buy the same land.
Taylor, the third party defendant, filed a cross-complaint seeking specific performance against the original defendants, the Johnsons, and claiming his contract was entered into only after he was advised that the Buchanan contract was of no effect. Taylor also filed a third party complaint against Robert L. Bouldin and Nicky Stafford d.b.a. Robert L. Bouldin Realty Company, alleging negligent acts for which they should be required to respond to Taylor for damages.
A motion was filed by the original plaintiffs to require Taylor to account for the funds received from the 1978 crop and to deposit the owner's share with the court. This motion was never heard or ruled upon.
The chancellor held that the Buchanan contract was a conditional contract conditioned on Buchanan getting possession for the crop year 1979. The chancellor apparently agreed with the realtor, Stafford, that this condition could not be complied with and held the Buchanan contract invalid. The chancellor dismissed Buchanan's lawsuit both as to specific performance and damages. The chancellor ordered specific performance of the Taylor contract and dismissed all other claims of all parties.
The first issue to determine is the authority of the attorney in fact to sign the Taylor contract. In Love v. Simms' Lessee, 22 U.S. 515, 6 L.Ed. 149 (1824), the Court reviewed a decision from the Circuit Court for the District of West Tennessee. There a grant had been made to Donaldson by the State of North Carolina of certain lands lying west of the Cumberland Mountains. Donaldson executed a power of attorney to Grant to sell this land. Grant sold the land to Allison in 1795. Two years prior to the sale by Grant to Allison, Donaldson had, without notice of revocation of the power of attorney, sold the same land to Adair. The contest was between the respective successors in title of Allison and Adair. On the...
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