Fleetwood/Edwards Chevrolet, Inc. v. Fleetwood Chevrolet

• Decision Date: 11 January 2000
• Citation: 9 S.W.3d 62
• Parties: (Mo.App. W.D. 2000) . Fleetwood/Edwards Chevrolet, Inc., et al., Plaintiff, J. Renz Edwards, Jr., Appellant, v. Fleetwood Chevrolet, et al., Respondent. WD56585 Missouri Court of Appeals Western District Handdown Date: 0
• Court: Missouri Court of Appeals

9 S.W.3d 62 (Mo.App. W.D. 2000)

This slip opinion is subject to revision and may not reflect the final opinion adopted by the Court.

Fleetwood/Edwards Chevrolet, Inc., et al., Plaintiff, J. Renz Edwards, Jr., Appellant, v. Fleetwood Chevrolet, et al., Respondent.

WD56585

Missouri Court of Appeals Western District

Handdown Date: 01/11/2000

Appeal From: Circuit Court of Cass County, Hon. Mary Ellen Young

Counsel for Appellant: Douglas Weems

Counsel for Respondent: Greg T. Spies

Opinion Summary:

J. Renz Edwards appeals from a grant of partial summary judgment declaring Fleetwod Chevrolet et al. prevailing parties in a case involving breach of contract concerning the sale of a car dealership. He also appeals a subsequent judgment awarding Fleetwood Chevrolet et al. attorneys' fees. He claims he was not a party to the agreement containing the attorney's fees provision, the fees were unreasonable, and that the trial court never determined the agreement at issue was valid and enforceable.

AFFIRMED.

Court holds:

Edwards did not contradict the fact that he was not a party to the agreement in his response to summary judgment. The trial court's holding that Fleetwood Chevrolet et al. were entitled to fees in itself determined the agreement was valid and enforceable. Edwards failed to show to what extent the fees were unreasonable. Accordingly, the trial court's rulings were proper.

Opinion Author: Harold L. Lowenstein

Opinion Vote: Affirmed. Hanna and Stith, JJ., concur.

Opinion:

This appeal concerns responsibility for attorney fees. It grows out of a five-year legal battle to construe a contract to sell an automobile dealership and now to determine who is responsible for the payment of attorney fees. J. Renz Edwards, Jr. appeals a grant of partial summary judgment declaring Respondents Fleetwood Chevrolet Company and H.E. Fleetwood prevailing parties in a case involving breach of contract and other claims and awarding Respondents attorneys' fees. Appellant also appeals a later judgment on attorneys' fees awarding Respondents $210,000. On appeal, Appellant Edwards claims the trial court erred in awarding the attorneys' fees in that (1) he was not a party to the agreement which contained the attorneys' fee provision, (2) the trial court never determined the agreement at issue was valid and enforceable or that its terms applied here, and (3) the amount of the award of attorneys' fees was unreasonable.

STATEMENT OF FACTS

At issue in this appeal is a series of documents relating to the purchase of Respondent H.E. Fleetwood's automobile dealership "Fleetwood Chevrolet Co." Those documents include: (1) The "Letter Agreement" - an agreement between J. Renz Edwards III, Appellant Edwards' son and not a party to this appeal, and H.E. Fleetwood in which the two tentatively agreed that H.E. Fleetwood would sell substantially all of the assets of Fleetwood Chevrolet Co. ("Fleetwood Chevrolet") to a new corporation, Fleetwood/Edwards Chevrolet, Inc. ("Fleetwood/Edwards Chevrolet"), (2) The "Sales Agreement" - an "Agreement for Purchase and Sale of Assets of Automobile Dealership" which confirmed the earlier Letter Agreement of the parties, that H.E. Fleetwood would sell substantially all of Fleetwood Chevrolet to Fleetwood/Edwards Chevrolet, (3) The "Corporation Agreement" - the agreement which provided for the formation of a new corporation to operate the dealership. The underlying suit and this appeal arose out of dispute as to the enforceability of these documents. Throughout the remainder of this opinion, the numbers above, depicting the chronology of the three documents, may appear as an aid to the reader.

On July 23, 1993, J. Renz Edwards III ("Edwards III") sent Respondent H.E Fleetwood a letter offering to purchase an interest in Fleetwood Chevrolet. The letter outlined the terms under which Fleetwood would sell substantially all of his assets to a new corporation, which came to be known as "Fleetwood/Edwards Chevrolet, Inc." On or about July 24, Respondent H.E. Fleetwood accepted the terms of the letter by executing the Letter Agreement and returning it to Edwards III. Appellant J. Renz Edwards, Jr. ("Edwards, Jr." or simply "Appellant") was not a party to nor did he sign the Letter Agreement.

On or about July 28, 1991, Respondent H.E. Fleetwood, on behalf of himself and Fleetwood Chevrolet, executed and delivered to Edwards III, and others,¹ the Sales Agreement (2). Under the Sales Agreement, Respondent agreed to sell substantially all of the assets of Fleetwood Chevrolet to Fleetwood/Edwards Chevrolet, a corporation which had not yet been formed. The Sales Agreement contained an attorney's fee clause which read as follows:

34. Attorneys' fees: In the event either party shall employ an attorney for enforcement of all of this agreement or any provision hereof, then in such an event the prevailing parties shall be entitled to recover all costs incurred, including reasonable attorneys' fees.

It is undisputed that Appellant did not sign the Sales Agreement. The Sales Agreement was signed by Fleetwood Chevrolet by H.E. Fleetwood as President thereof, H.E. Fleetwood individually, and Fleetwood/Edwards Chevrolet by Edwards III, as President thereof.

On or about August 5, 1993, Respondents, Edwards III, Appellant and others executed the Corporation Agreement. The documentation showed the title "Agreement to Form Corporation and Amendment of Agreement for Purchase and Sale of Assets of Automobile Dealership." Within this agreement the parties arranged to form a new corporation to operate the dealership. It is undisputed that Appellant Edwards, Jr. was a signatory to the Corporation Agreement.

The sale of the dealership's assets never came to fruition. On October 26, 1993, Fleetwood/Edwards Chevrolet and Edwards III, filed suit in the Circuit Court of Cass County against H.E. Fleetwood and Fleetwood Chevrolet for breach of contract and other claims. Respondents asserted multiple counterclaims against the plaintiffs. Appellant was not added as a party to the suit until the Plaintiffs filed their Second Amended Petition on April 21, 1994.² On October 25, 1995, a Third Amended Petition was filed.

On May 15, 1996, Respondents filed a motion for summary judgment seeking a ruling that the Plaintiffs could not recover their attorneys' fees pursuant to the Sales Agreement. The trial court never ruled on this motion. Subsequently, Appellant and the other Plaintiffs dismissed their claims without prejudice and on October 30, 1996, refiled their action in the Circuit Court of Jackson County. On February 26, 1997, the cause was transferred back to Cass County because Respondents' counterclaims were still pending there.

On January 15, 1997, Respondents filed a motion for summary judgment alleging that the Corporation Agreement was "fatally deficient by its omission of essential terms and the failure of conditions precedent." The court granted this motion, holding that the Corporation Agreement was not a valid, binding or enforceable contract. On April 14, 1997, Respondents filed a motion for summary judgment claiming the Sales Agreement was unenforceable. Respondents there claimed that the Sales Agreement was not a contract and alternatively that it failed due to lack of conditions precedent. The disposition of this motion is discussed below.

On August 5, 1997, Plaintiffs' counsel filed a second notice of dismissal. The court entered an order dismissing Plaintiffs' claims with prejudice. August 25, 1997, Respondents filed a motion for partial summary judgment seeking to declare Respondents the prevailing parties and seeking attorneys' fees. Respondents asserted that all of Plaintiffs' claims against them had been dismissed or ruled in favor of Respondents. In their motion, Respondents listed as their first undisputed fact, "1. Plaintiffs and defendants entered into the [Sales Agreement]." Plaintiffs did not controvert this fact in their response to that motion.

Plaintiffs subsequently filed a motion requesting a ruling on Respondents' motion for summary judgment claiming that the Sales Agreement (2) was unenforceable. Respondents thereafter withdrew their motion for summary judgment regarding the enforceability of the Sales Agreement before a ruling was made by the trial court.

After a hearing held October 3, 1997, the court sustained in part Respondents' motion for partial summary judgment in an order dated February 3, 1998. The court declared Respondents the prevailing parties (Issue I) and entitled to attorneys' fees (Issue II). The court furthered ordered that a separate hearing be held to determine the amount of fees to award (Issue III). On September 10, 1998, after retaining new counsel, Appellant filed an "Opposition to the Award of Attorneys' Fees" claiming there was no finding the Sales Agreement which contained the fee provision was enforceable, and also, for the first time, that Appellant was not a party to the Sales Agreement. Appellant admitted this was the first instance in which he had argued he was not a party to the Sales Agreement.

On September 11, 1998, the court held an evidentiary hearing on the amount of attorney fees and entered judgment granting Respondents $210,000.00 (Issue III). Respondents then filed a dismissal of their remaining counterclaims which was granted by the court on October 5, 1998. Appellant J. Renz Edwards, Jr., the only individual to do so, timely filed this appeal.

STANDARD OF REVIEW

On appeal from a grant of summary judgment, this court must view the record in the light most favorable to the non-moving party. ITT Commercial Finance Corp. v. Mid-America Marine Supply Corp., 854 S.W.2d 371, 376 (Mo. banc 1993) (citations therein omitted). "We accord the non-movant the benefit of all reasonable inferences from the record." Id. "Our review is essentially de novo...The propriety of summary judgment is purely an issue of law. As the trial court's judgment is founded on...