Gibson v. Arnold
| Decision Date | 01 May 2002 |
| Docket Number | No. 01-6213.,01-6213. |
| Citation | 288 F.3d 1242 |
| Parties | Thomas P. GIBSON, Plaintiff-Appellant, v. L.D. "Poke" ARNOLD, Deborah A. Arnold, Defendants-Appellees. |
| Court | U.S. Court of Appeals — Tenth Circuit |
Before KELLY, BRISCOE, and LUCERO, Circuit Judges.
The question presented by this appeal is whether the Oklahoma Statute of Frauds, Okla. Stat. Ann. tit. 15, § 136, precludes enforcement of an in-court oral settlement agreement involving the transfer of real property, the terms of the settlement agreement having been agreed to at a settlement conference before a magistrate judge. Plaintiff Thomas P. Gibson appeals the district court's judgment rejecting his breach of contract claim against defendant L.D. "Poke" Arnold. Under the circumstances of this case, we conclude that the parties' oral agreement is enforceable. Consequently, we reverse the judgment of the district court and remand for further proceedings consistent with this opinion.1
In November 1998, Gibson filed a complaint against Arnold in the Western District of Oklahoma, case No. 98-CV-1617-M ("conversion case"). In his complaint, Gibson alleged that Arnold had converted several thousand head of cattle which Gibson owned, and he sought to recover damages from Arnold in excess of two million dollars. A settlement conference was held in the conversion case on June 18, 1999. At the settlement conference, Gibson and Arnold informed the magistrate judge that they had agreed to settle all of Arnold's claims, and the terms of the settlement were agreed to before the magistrate judge. Although the terms of the settlement were not entered on the record, it is undisputed that Arnold and Gibson agreed to settle the conversion case on the following terms:
1. Arnold agreed to confess to a judgment in favor of Gibson in the amount of $400,000.00, and he further agreed that the judgment would be non-dischargeable in bankruptcy;
2. Arnold agreed to convey 640 acres of certain specified land to Gibson, subject to one-half of the mortgage that existed on the property in favor of The Baptist Foundation of Oklahoma (Foundation), with Gibson agreeing to pay off one-half of the balance of the mortgage;
3. Gibson agreed to lease the 640 acres back to Arnold for a period of ten years, and Arnold agreed to pay Gibson $5,000.00 per year for the first three years and $9,000.00 per year for the last seven years;
4. Arnold agreed to make the following cash payments to Gibson: (1) $500.00 per month for ten years; (2) $5,000.00 per year for ten years; and (3) a final payment of $100,000.00 at the end of the tenth year; and
5. Gibson agreed to release the judgment which Arnold confessed to upon full performance of the above terms by Arnold.
Gibson and Arnold also agreed to execute a written settlement agreement, and it was agreed that Gibson's counsel would prepare the settlement agreement and any other necessary documentation. Gibson's counsel subsequently prepared a written settlement agreement, a journal entry of judgment, a lease agreement, and a warranty deed, and he forwarded the settlement documentation to Arnold's counsel for his approval.
In the meantime, on June 25, 1999, the district court entered an administrative closing order in which it stated that the parties had represented to the court that they had reached a settlement; and that the case was administratively terminated and would be deemed dismissed with prejudice unless reopened within thirty days. Neither party moved to reopen the case within the thirty-day period, and the conversion case was deemed dismissed with prejudice on July 25, 1999.
Despite the entry of the administrative closing order, the parties continued to finalize the settlement documentation, and several drafts and other correspondence were exchanged between June 1999 and February 2000. Although it is undisputed that the settlement documents prepared by Gibson's counsel were in accordance with the oral agreement reached by the parties at the settlement conference, Arnold refused to execute the settlement documents. As a result, on March 15, 2000, Gibson filed a motion in the conversion case to enforce the settlement agreement. In response to the motion, Arnold argued, apparently for the first time, that the settlement agreement was unenforceable because the conversion case had been dismissed with prejudice in July 1999 pursuant to the administrative closing order. On May 2, 2000, the district court denied Gibson's motion, concluding that it lacked jurisdiction to enforce the settlement agreement because the case had been dismissed.
After the district court denied his motion to enforce the settlement agreement, Gibson took no further action in the conversion case. Instead, he filed the instant case in the same court as a separate action for breach of contract to specifically enforce the parties' oral settlement agreement and/or recover compensatory damages. Arnold filed a motion for summary judgment on the breach of contract claim, arguing that the oral settlement agreement was invalid under Oklahoma's statute of frauds, see Okla. Stat. Ann. tit. 15, § 136(1), (5), because it involved a transfer of real property, a lease of real property for more than a year, and monetary payments that were not to be performed within a year. The district court denied Arnold's motion, concluding that, although the oral settlement agreement was invalid under the statute of frauds, there were genuine issues of material fact for trial as to whether Arnold was estopped from relying on the statute.
Subsequently, the district court conducted a bench trial on the estoppel issues. At the trial, Arnold admitted in his sworn testimony that he had agreed at the settlement conference in the conversion case to settle the case in accordance with the terms set forth above. (See Appellant's App. at 350-52, 363-65, 372-73.) He also admitted that the parties had confirmed the terms of the settlement agreement before the magistrate judge (see id. at 379-80) and that the case did not go to trial "[b]ecause we reached a settlement agreement" (id. at 373). Despite these unequivocal admissions, the district court concluded that Arnold was not estopped under Oklahoma law from raising the statute of frauds, and the court therefore determined that the oral settlement agreement was invalid. The district court entered judgment in favor of Arnold, and this appeal followed. We have jurisdiction pursuant to 28 U.S.C. § 1291.
We review the district court's rulings with respect to Oklahoma's statute of frauds de novo. See United Int'l Holdings, Inc. v. Wharf (Holdings) Ltd., 210 F.3d 1207, 1224 (10th Cir.2000), aff'd, 532 U.S. 588, 121 S.Ct. 1776, 149 L.Ed.2d 845 (2001). Having conducted a de novo review, we agree with the district court that the oral settlement agreement is subject to Oklahoma's statute of frauds and that Gibson has failed to establish a sufficient basis under Oklahoma law to estop Arnold from relying on the statute. Gibson is not without a remedy, however, because we hold that the oral settlement agreement is enforceable under the judicial admission exception to the statute of frauds.2
Under Oklahoma law, a defendant must make false representations or conceal facts before he will be estopped from asserting the statute of frauds as a defense to an oral agreement, and the Oklahoma Supreme Court has interchangeably referred to this form of estoppel as both equitable and promissory estoppel. See Lacy v. Wozencraft, 188 Okla. 19, 105 P.2d 781, 783 (Okla.1940); see also Sellers v. Sellers, 428 P.2d 230, 240 (Okla. 1967) (referring to "equitable" estoppel); Darrow v. Spencer, 581 P.2d 1309, 1312 (Okla.1978) (referring to "promissory" estoppel). As stated by the district court, the only fraud alleged here is Arnold's failure to abide by the parties' oral agreement, and this is an insufficient basis for an estoppel under Oklahoma law. See Sellers, 428 P.2d at 240 ().
Even if Gibson is only required to prove the elements of promissory estoppel under the Restatement (Second) of Contracts § 90,3 we agree with the district court that Gibson has failed to establish sufficient detrimental reliance to support promissory estoppel under the Restatement. As the district court found, the ultimate detriment suffered by Gibson was the dismissal of the conversion case, and Gibson's reliance on the parties' oral settlement agreement or, more specifically, Arnold's oral promise to execute a written settlement agreement, was not the actual cause of the dismissal of the conversion case. Instead, the conversion case was dismissed because of Gibson's unilateral failure to reopen the case after the district court entered the administrative closing order.
The Oklahoma Supreme Court has never specifically addressed the issue of whether judicial admissions are an exception to Oklahoma's statute of frauds. Consequently, we must predict how the Supreme Court of Oklahoma would rule. FDIC v. Schuchmann, 235 F.3d 1217, 1225 (10th Cir.2000). In doing so, "we are free to consider all resources available, including decisions of [Oklahoma] courts, other state courts and federal courts, in addition to the general weight and trend of authority." Id.
In Purcell v. Corder, 33 Okla. 68, 124 P. 457 (Okla.1912), the Oklahoma Supreme Court quoted with approval language from a decision of the New Jersey Chancery Court that "[a] defendant may answer and admit the parol agreement; but, if at the same time he insists on the protection of the statute [of frauds], no decree can be made against him merely on the ground of the admission of the agreement." Id. at 460 (quoting In Van Dyne v. Vreeland, 11...
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