Glenlakes Realty Co. v. Norwood

• Decision Date: 29 May 1998
• Parties: GLENLAKES REALTY COMPANY, et al. v. Thomas E. NORWOOD.
• Court: Alabama Supreme Court

721 So.2d 174

GLENLAKES REALTY COMPANY, et al. v. Thomas E. NORWOOD.

1962119.

Supreme Court of Alabama.

May 29, 1998.

Rehearing Denied August 28, 1998.

Cavender C. Kimble and Spencer M. Taylor of Balch & Bingham, L.L.P., Birmingham; and Robert A. Wills of Wills & Simon, Bay Minette, for appellants.

Mary E. Murchison and Spencer E. Davis, Jr., of Murchison & Sutley, L.L.C., Foley, for appellee.

LYONS, Justice.

The defendants, Glenlakes Realty Company, Yarborough Lakeview Corporation, Gorrie Lakeview Corporation, Murray Lakeview Corporation, Joseph Yarborough, Miller Gorrie, and Roger Murray, Jr., appeal from a judgment entered by the circuit court on a jury verdict in favor of Thomas Norwood. For the reasons explained below, we reverse the judgment and remand the cause for a new trial. Glenlakes Realty Company is a partnership composed of three partners, Yarborough Lakeview Corporation, Gorrie Lakeview Corporation, and Murray Lakeview Corporation. The corporations are wholly owned and operated by the defendants Joseph Yarborough, Miller Gorrie, and Roger Murray, Jr., respectively, who are the presidents of the corporations. In 1991, Glenlakes Realty purchased the Lakeview Golf and Country Club ("LGCC"), approximately 150 residential lots in the surrounding Lakeview Estates, and additional undeveloped adjacent land. Approximately 200 other lots in Lakeview Estates had already been sold to individual owners when Glenlakes Realty purchased the remaining portion of the development. The entire development, including the LGCC, all the lots in Lakeview Estates, and the undeveloped land totalled approximately 820 acres. However, because more than half the lots in Lakeview Estates had already been sold to private owners, the amount of land purchased by Glenlakes Realty was only approximately 665 acres.

In November 1991, Glenlakes Realty entered into an exclusive listing agreement with Norwood, a licensed real estate broker, who was to be its qualifying broker. The listing agreement was for "all properties located at Lakeview Estates and surrounding undeveloped parcels at Lakeview Golf and Country Club, totalling approx. 820 acres." The agreement was to expire on January 1, 1993. However, the agreement would pay Norwood a sales commission "if within 180 days of the expiration of this Sales Authority the property is sold by you, or Me/Us, or anyone else, if You [Norwood] produce a Purchaser ready, willing and able to purchase the property ... provided that you make known to Me/Us in writing the names of anyone to whom you have shown or presented the property."

In April 1992, the Sycamore Group, an out-of-state real estate sales company that specialized in the sale of golf courses, contacted Harry Watkins, the general manager for Glenlakes Realty, and asked whether the LGCC was for sale. Watkins informed Yarborough, Gorrie, and Murray of Sycamore's interest in the LGCC. Glenlakes Realty first responded by informing Sycamore that it had no interest in selling the LGCC, but then it reconsidered. In June 1992, Glenlakes Realty entered into a listing agreement with Sycamore to pay it a commission if the LGCC was sold to a buyer found by Sycamore. Shortly thereafter, Watkins told Norwood that Glenlakes Realty had entered into a listing agreement with Sycamore and that he had been instructed not to tell Norwood about it. Although Norwood believed that he had an exclusive listing on the LGCC, he did not question Yarborough, Gorrie, or Murray about Sycamore, and Watkins did not report Norwood's belief to them.

Watkins was terminated from his position as general manager of Glenlakes Realty in December 1992, and the position was not filled. The duties Watkins had performed were divided among the staff of Glenlakes Realty and the LGCC, and Norwood took on additional responsibilities without additional compensation.

Although Norwood's listing agreement expired on January 1, 1993, he continued to sell residential lots in Lakeview Estates and was paid commissions for the sales. The purchase contract for each lot contained a provision for a sales commission to the selling agent.

In January 1993, Sycamore named Links-Corp as a potential purchaser of the LGCC, and in March it brought several LinksCorp representatives to the LGCC for a tour of the facility. Then in June 1993, LinksCorp and Glenlakes entered into a nonbinding letter of intent for the sale of the LGCC. Also in June, Norwood entered into a new listing agreement with Glenlakes Realty for the sale of the remaining residential lots in Lakeview Estates. In September 1993, LinksCorp and Glenlakes Realty executed a purchase agreement. The agreement required certain "due diligence" work on the part of Glenlakes Realty. That work was performed by Norwood and, apparently, he was not compensated for it. In January 1994, the sale of the LGCC from Glenlakes Realty to LinksCorp closed and Glenlakes realty paid Sycamore a $232,000 sales commission.

Norwood was not paid a commission with regard to the sale of the LGCC, and in February 1995 he wrote a letter to Murray requesting that he be paid a commission. The defendants refused Norwood's request, and in January 1996 Norwood sued them. Norwood's complaint claimed damages for breach of contract, fraudulent misrepresentation, fraudulent suppression, conspiracy, and tortious interference with contract, and sought a recovery on the theory of quantum meruit. Norwood claimed a $290,000 sales commission, plus $1,000,000 in damages for mental anguish and $1,000,000 in punitive damages.

The trial court denied the defendants' motion for summary judgment, and the case went to trial. At trial, the defendants moved for a pre-verdict judgment as a matter of law ("JML"),¹ but the court denied the motion and submitted all of Norwood's claims to the jury. The jury returned a general verdict in favor of Norwood for $200,000 in compensatory damages. The defendants then moved for a post-verdict JML, a new trial, or a remittitur. The trial court denied the motion and entered a judgment on the jury verdict. The defendants appealed.

I.

We must determine whether the trial court erred in denying the defendants' pre-verdict motion for a JML and their post-verdict motion for a JML, a new trial, or a remittitur. In Bussey v. John Deere Co., 531 So.2d 860, 863 (Ala.1988), this Court stated:

"The standard of review applicable to a motion for directed verdict or judgment notwithstanding the verdict is identical to the standard used by the trial court in granting or denying the motions initially. Thus, when reviewing the trial court's ruling on either motion, we determine whether there was sufficient evidence to produce a conflict warranting jury consideration. And, like the trial court, we must view any evidence most favorably to the non-movant."

(Citations omitted.) In other words, viewing the evidence in a light most favorable to Norwood, we must determine whether he presented substantial evidence in support of his claims. Moreover, because the jury rendered a general verdict, we must determine whether Norwood presented substantial evidence in support of all the claims submitted to the jury. Palm Harbor Homes, Inc. v. Crawford, 689 So.2d 3 (Ala.1997); Aspinwall v. Gowens, 405 So.2d 134 (Ala.1981). If the trial court should have directed a verdict as to one or more of Norwood's claims, then we cannot assume that the jury's general verdict in favor of Norwood was returned on a "good" claim or on good claims and the judgment based on the jury's verdict must be reversed. Palm Harbor Homes, supra; Green Tree Acceptance, Inc. v. Tunstall, 645 So.2d 1384 (Ala.1994).

II.

We first address the issue whether the trial court erred in denying the defendants' pre-verdict motion for JML and post-verdict JML motion as to Norwood's breach of contract claim. Norwood alleged that the exclusive listing agreement he made with Glenlakes Realty in November 1991 included the exclusive right to sell the LGCC, in addition to the residential lots and undeveloped property; that he was due a sales commission in relation to the sale of the LGCC; and that the defendants breached the agreement by refusing to pay him a commission.

The defendants offer several arguments as to why they believe the trial court should have entered a pre-verdict JML or a post-verdict JML in their favor on Norwood's breach of contract claim. First, they say that the plain language of the property description in the November 1991 listing agreement between Glenlakes Realty and Norwood does not include the LGCC. They say it includes only the residential lots in Lakeview Estates and the undeveloped property and that the LGCC is mentioned in the description only as a point of reference for the undeveloped property. They further say that the reference to 820 acres cannot be taken to mean literally 820 acres because Glenlakes Realty purchased only 665 acres and, thus, the mention of 820 acres does not mean that the LGCC was necessarily included.

The defendants next argue that even if the property description in the exclusive listing agreement is considered ambiguous, any ambiguity should be construed against Norwood because, they say, he drafted it. In addition, the defendants argue that the listing agreement should not be interpreted to include the LGCC because, they say, it is undisputed that when the agreement was drafted they had no intention of ever selling the LGCC. As evidence of this fact they point out that Norwood never attempted to find a buyer for the LGCC. Thus, they say that there was never a meeting of the minds to include the LGCC in the listing agreement and that it should not be interpreted to conflict with the intention of the parties.

The defendants next argue that even if the exclusive listing agreement with Norwood could be interpreted to include the LGCC, they did not breach the agreement because, they say, Norwood failed to meet the requirements necessary to earn a commission....