Greenhall Investments, L.L.C. v. Wiese Development Corporation
| Decision Date | 08 November 2005 |
| Docket Number | No. A-04-279.,A-04-279. |
| Citation | 706 N.W.2d 552,14 Neb. App. 155 |
| Parties | GREENHALL INVESTMENTS, L.L.C., appellant v. WIESE DEVELOPMENT CORPORATION, appellee and cross-appellant, Charles R. Clatterbuck, intervenor-appellee and cross-appellee. |
| Court | Nebraska Supreme Court |
Jeffrey T. Wegner, Rebecca L. Fox, and Richard Jeffries, of Kutak Rock, L.L.P., Omaha, for appellant.
James D. Sherrets, of Sherrets & Boecker, L.L.C., Omaha, for appellee.
Terry J. Grennan and Michael F. Scahill, of Cassem, Tierney, Adams, Gotch & Douglas, Omaha, for intervenor-appellee.
Greenhall Investments, L.L.C. (Greenhall), and Wiese Development Corporation (Wiese) entered into a purchase agreement whereby Greenhall sought to purchase real property from Wiese. Wiese's ability to sell the property was subject to a right of first refusal requiring Wiese to give Charles R. Clatterbuck the opportunity to match any offer to purchase the property. Clatterbuck purported to exercise the right of first refusal and entered into a purchase agreement with Wiese. Litigation ensued in which Greenhall sought an order compelling Wiese to specifically perform under the purchase agreement between Greenhall and Wiese. Clatterbuck intervened and sought an order compelling Wiese to specifically perform under the purchase agreement between Wiese and Clatterbuck. The district court for Douglas County granted partial summary judgment in favor of Wiese and dismissed Greenhall's claim for specific performance. Additionally, the district court granted partial summary judgment in favor of Clatterbuck and ordered Wiese to specifically perform under the purchase agreement between Wiese and Clatterbuck.
Greenhall appeals and alleges the district court erred in finding that the right of first refusal did not violate any rule against perpetuities and in finding that Clatterbuck had timely exercised the right of first refusal. Wiese cross-appeals and alleges the district court erred in failing to find that Clatterbuck did not provide a "mirror image acceptance" when exercising the right of first refusal and in failing to find that Clatterbuck's subsequent failure to close was unreasonable.
We find that the right of first refusal was limited in duration by the contract in which it was contained and that accordingly, it did not violate any rule against perpetuities which might apply to it. We also find that Clatterbuck timely exercised the right of first refusal. As such, we affirm the district court's summary judgment in favor of Wiese and against Greenhall. Further, we find that inasmuch as Wiese had urged the district court to find a sufficient exercise of Clatterbuck's right of first refusal, Wiese is precluded from challenging the adequacy of that exercise on appeal. As such, we affirm the district court's summary judgment in favor of Clatterbuck and against Wiese.
On or about December 12, 2000, Wiese purchased the property in issue from Clatterbuck, executing a promissory note and deed of trust. On or about May 5, 2003, to extend the maturity date of the promissory note, Wiese and Clatterbuck entered into a forbearance agreement. The forbearance agreement specified that the period of forbearance was "through November 15, 2003." The forbearance agreement granted Clatterbuck a right of first refusal giving Clatterbuck the right to match any offer for the purchase of the property.
On or about September 9, 2003, Greenhall and Wiese entered into a purchase agreement whereby Greenhall sought to purchase the property from Wiese. On October 20, Wiese delivered a letter to Clatterbuck together with a copy of the purchase agreement between Greenhall and Wiese. On October 24, Clatterbuck and Wiese entered into a purchase agreement whereby Clatterbuck sought to purchase the property from Wiese. On October 27, Clatterbuck executed a notarized document indicating a desire to exercise the right of first refusal.
Also on or about October 27, 2003, Wiese informed Greenhall of Clatterbuck's exercise of a right of first refusal and canceled the purchase agreement between Greenhall and Wiese. On October 28, Greenhall filed a complaint against Wiese. Greenhall sought specific performance of the purchase agreement between Greenhall and Wiese and sought damages for breach of contract. On November 21, Clatterbuck filed a complaint in intervention. Clatterbuck sought specific performance of the purchase agreement between Wiese and Clatterbuck or, in the alternative, damages for breach of contract. On November 25, Greenhall filed an amended complaint against Wiese in which Greenhall added a claim for misrepresentation. On November 26, Wiese filed an answer to Greenhall's amended complaint. The record presented on appeal does not indicate that any answer was ever filed to Clatterbuck's complaint in intervention.
Also on November 26, 2003, Wiese filed a motion for partial summary judgment against Greenhall. Wiese sought summary judgment on Greenhall's claim for specific performance. On January 22, 2004, the district court entered an order granting Wiese partial summary judgment and dismissing Greenhall's claim for specific performance. The district court specifically found that the right of first refusal did not violate any rule against perpetuities and that Clatterbuck had exercised the right of first refusal.
On January 27, 2004, Clatterbuck filed a motion for partial summary judgment against Wiese. Clatterbuck sought summary judgment on Clatterbuck's claim for specific performance. On February 11, the district court entered an order granting Clatterbuck partial summary judgment and ordering Wiese to specifically perform.
On February 17, 2004, the district court entered an order and final judgment. The district court effectively found that the partial summary judgment orders should be considered final orders pursuant to Neb.Rev.Stat. § 25-1315 (Cum.Supp.2004) and that there was no just reason for delaying the right to appeal the partial summary judgment orders. This appeal and cross-appeal followed.
On appeal, Greenhall assigns as error the district court's findings that the right of first refusal did not violate any rule against perpetuities and that the right of first refusal was timely exercised by Clatterbuck. On cross-appeal, Wiese assigns as error the district court's failure to find that Clatterbuck's exercise of the right of first refusal was not a mirror-image acceptance of Greenhall's offer and that Clatterbuck's subsequent refusal to close was unreasonable.
Greenhall asserts that the district court erred in granting Wiese summary judgment on Greenhall's claim for specific performance. Specifically, Greenhall asserts that the district court erred in finding that the right of first refusal did not violate any rule against perpetuities and in finding that the right of first refusal was timely exercised by Clatterbuck. Wiese initially challenges Greenhall's standing to assert both the alleged violation of any rule against perpetuities and the alleged untimeliness of Clatterbuck's exercise of the right of first refusal.
The first issue which must be addressed is Wiese's assertion that Greenhall lacks standing to assert that the right of first refusal violated a rule against perpetuities and that the right of first refusal was not timely exercised. Wiese asserts that Greenhall's appeal should be dismissed because Greenhall lacks standing. Wiese asserts that Greenhall lacks standing primarily because Greenhall was not privy or a party to the forbearance agreement between Wiese and Clatterbuck in which the right of first refusal is contained. We disagree and conclude that because Clatterbuck's exercise of the right of first refusal and the right's validity directly impact Greenhall's legal rights, Greenhall does have standing to bring the issues on appeal.
Standing is a jurisdictional component of a party's case because only a party who has standing may invoke the jurisdiction of the court. Spring Valley IV Joint Venture v. Nebraska State Bank, 269 Neb. 82, 690 N.W.2d 778 (2005). In order to have standing to invoke a tribunal's jurisdiction, one must have some legal or equitable right, title, or interest in the subject of the controversy. Id. Wiese correctly notes that the general rule is that only a party (actual or alleged) to a contract can challenge its validity. Spanish Oaks v. Hy-Vee, 265 Neb. 133, 655 N.W.2d 390 (2003). The fact that a third party would be better off if a contract were unenforceable does not give him standing to sue to void the contract. Id.
In this case, however, while Greenhall is not a party to the forbearance agreement between Wiese and Clatterbuck, Greenhall has standing to challenge the validity of the right of first refusal under any applicable rule against perpetuities and to challenge the timeliness of Clatterbuck's exercise of the right. The facts of the present case are significantly comparable to the facts of Spanish Oaks v. Hy-Vee, supra, in which the Nebraska Supreme Court found that a third party had standing to challenge a provision in a contract.
In Spanish Oaks, the plaintiffs and one of the defendants had entered into a lease. The defendant then entered into a sublease with another party, which sublease included use restrictions. The plaintiffs tried to challenge the validity of the use restrictions in the sublease, even though the plaintiffs were not privy to the sublease. The plaintiffs alleged that the use restrictions had resulted in a breach of the lease contract between the plaintiffs and the defendant. The Nebraska Supreme Court found that the plaintiffs had standing to challenge the use restrictions because the plaintiffs were "alleging a breach of the [initial] lease, to which [they were] part[ies]." Id. at 138, 655...
To continue reading
Request your trial
-
Walters v. Sporer
...supra note 17, 280 Neb. at 7, 783 N.W.2d at 598. See § 76-2005(1).38 Bauermeister, supra note 17.39 Greenhall Investments v. Wiese Dev. Corp ., 14 Neb.App. 155, 706 N.W.2d 552 (2005).40 See, e.g., Bortolotti v. Hayden , 449 Mass. 193, 866 N.E.2d 882 (2007) ; Park Station v. Bosse, 378 Md. 1......
-
Bauermeister v. Waste Management Co., No. A-09-019 (Neb. App. 12/8/2009)
...of gestation when necessary to cover cases of posthumous birth. In re Trust Estate of Darling, supra; Greenhall Investments v. Wiese Dev. Corp., 14 Neb. App. 155, 706 N.W.2d 552 (2005). As both parties have indicated in their briefs, the cases regarding the application of the rule against p......
-
Rubloff Hastings, LLC v. Nash Finch Co., No. A-06-1004 (Neb. App. 3/11/2008)
...to commit. Miller v. Commercial Contractors Equip., 14 Neb. App. 606, 711 N.W.2d 893 (2006). See, also, Greenhall Investments v. Wiese Dev. Corp., 14 Neb. App. 155, 706 N.W.2d 552 (2005) (one who has invited error cannot be heard to complain of it). For these reasons, we find no reversible ......