Hamilton v. Bradford, Civ. A. No. W78-0051(N).

• Decision Date: 07 August 1980
• Docket Number: Civ. A. No. W78-0051(N).
• Citation: 502 F. Supp. 822
• Parties: George S. HAMILTON, Plaintiff, v. Howard S. BRADFORD, William E. Bradford, and Helen B. Anderson, Defendants.
• Court: U.S. District Court — Southern District of Mississippi

502 F. Supp. 822

George S. HAMILTON, Plaintiff, v. Howard S. BRADFORD, William E. Bradford, and Helen B. Anderson, Defendants.

Civ. A. No. W78-0051(N).

United States District Court, S. D. Mississippi, W. D.

May 9, 1980.

Supplemental Memorandum Opinion August 7, 1980.

COPYRIGHT MATERIAL OMITTED

James Leon Young, E. Stephen Williams, Young, Scanlon & Sessums, Jackson, Miss., for plaintiff.

Jack E. Pool, John R. Kingsafer, Pool & Hudson, Natchez, Miss., for defendants.

MEMORANDUM OPINION

WALTER L. NIXON, Jr., District Judge.

The plaintiff, George S. Hamilton, a resident citizen of the State of California, brought this action against the defendants, Howard S. Bradford and Helen B. Anderson, resident citizens of the State of Mississippi, and William E. Bradford, a resident citizen of the State of Louisiana. Plaintiff alleges that he entered into a contract with the defendants for the purchase of certain real property located in Jefferson County, Mississippi, and that the defendants breached their agreement with plaintiff and subsequently negotiated the sale of the property to a third party, who at all times had knowledge of the contract between plaintiff and defendants.

The plaintiff prays for issuance of this Court's order granting specific performance of the contract, by directing defendants to execute a deed conveying all the real estate included in this contract to the plaintiff. He also seeks damages in the sum of $75,000 for costs, expenses, and injury incurred by him as a result of the alleged wrongful actions of defendants.

Plaintiff further requests that if specific performance is not granted against all the defendants, it should be granted against the defendants, Howard S. Bradford and Helen B. Anderson, for their two-thirds undivided interest in the property, and that plaintiff be awarded $175,000 for costs, expenses, and other damages. Finally, Hamilton requests that if specific performance is not granted against any defendants, he should be given a judgment for the sum of $375,000 as damages for breach of contract.

The defendants deny the execution of a valid contract with the plaintiff and further state that the instrument that was executed contained the signatures of only two of the defendants, Howard S. Bradford and his sister, Helen Bradford Anderson, while, in fact, their brother, William E. Bradford also owned an undivided one-third interest in the property.

This Court has jurisdiction of this action pursuant to 28 U.S.C. § 1332. After hearing all the testimony of the witnesses and considering the exhibits admitted at trial, the Court makes the following findings of fact and reaches the following conclusions of law:

FINDINGS OF FACT

In early 1978, the plaintiff, a well-known movie actor and film producer, became interested in purchasing properties in the Natchez, Mississippi area. One of such properties, known as the Richland Plantation (Richland), has resulted in this litigation.

Jeannette Serio (Serio), a real estate broker for Charles L. Barry & Associates in Natchez, Mississippi, was authorized by the plaintiff to negotiate the purchase of several properties in the Natchez area. Exhibit P-5 is a copy of the newspaper publication formally announcing George Hamilton's appointment of Jeannette Serio as his broker.

In early May, 1978, Serio first learned that Richland might be for sale, and she contacted the plaintiff and so informed him and he expressed his interest. Plaintiff authorized Serio to negotiate the contract, provided that the property could be purchased for under $200,000.

On May 19, 1978, Serio and Barry met with the defendants, Howard Bradford and Helen Anderson, to discuss the purchase of Richland Plantation. A copy of the contract (Exhibit P-1) which was negotiated during the May 19 meeting and signed by Jeannette Serio as agent for George Hamilton, and by Howard S. Bradford and Helen B. Anderson, Sellers, is attached hereto and made a part of this Memorandum Opinion as Appendix A. George Hamilton signed the contract on May 29, 1978, when he inspected the property.

The Richland Plantation and the surrounding acreage were inherited by Howard S. Bradford, Helen B. Anderson, and William E. Bradford, from their mother, Ora S. Bradford, who died in June, 1977. The will named all three children as co-executors and also granted Howard Bradford a homestead interest.

During the trial, Charles Barry and Serio testified that they questioned Howard Bradford and Helen Anderson on May 19, 1978, concerning their brother's ownership in the estate. Serio and Barry both testified that the defendants told them their brother, William, had no ownership in the home or the acreage that was to be sold to the plaintiff. Furthermore, Brent Forman and Everette Truly, law partners who represented both the purchasers and sellers in the real estate transaction, testified that Serio and Barry acted very surprised when they were told in June that William Bradford did in fact have an interest in the estate to be sold to the plaintiff. As the trier of fact, the Court finds no evidence that refutes the statements of these witnesses.

Helen B. Anderson testified that although William E. Bradford was not present on May 19, 1978 when the contract was signed, she and Howard had previously discussed the terms of the contract with William, and that he had agreed thereto. She also testified that all three Bradford heirs had agreed to the sale price of $180,000 for the plantation, and that William was looking to Howard and Helen to handle the various details of the transaction. Although William testified that he did not see the contract until after July 15, 1978, he admitted that his sister's testimony was correct and that he had full knowledge of the transaction and was eager to conclude it under the agreed-upon terms. Furthermore, William participated in the negotiations of an indemnity agreement to attempt to consummate the sale to Hamilton.

As stated previously, during the meeting of May 19, 1978, Helen Anderson and Howard Bradford signed the contract along with Jeannette Serio as agent for George Hamilton. The defendants made a few handwritten alterations to the contract to which the plaintiff's agent agreed. Mrs. Serio also added her 6% commission fee of $10,800 to the $180,000 purchase price, and Mr. Barry tendered a $1,000 check on the plaintiff's account as earnest money. Because of Howard Bradford's reservations concerning the plaintiff's check being written on a California bank account, Barry later gave the defendants a $1,000 check written on the C. L. Barry Trust account.

When the plaintiff went to Natchez on May 29, 1978, to inspect the property, he personally signed the contract and paid an additional $4,000 in earnest money to the defendants, Howard Bradford and Helen Anderson by a check drawn on the C. L. Barry Trust account. After meeting with Barry and Forman in downtown Natchez and signing the contract, Hamilton returned to the Richland Plantation, where he visited with Howard Bradford and Helen Anderson and everyone seemed "happy and positive" about the sale of the plantation.

Approximately the first or second week of June, 1978, Serio and Forman learned from Truly that William Bradford had an interest in the property. Mr. Truly, however, informed them that William had agreed to the sale. Shortly thereafter, Forman also discovered from Truly that the defendants had not yet received their mother's estate tax clearance letter.

In anticipation of the closing of the sale of Richland with other purchases, plaintiff borrowed $250,000 from the Imperial Bank of Los Angeles, California, on June 15, 1978.

On or around June 26, 1978, Mr. Forman, feeling that the transaction could not close because of the Internal Revenue Service's lien on the estate, wrote Howard Bradford and Helen Anderson, requesting that the estate be released from the lien or that clearance letters be obtained so that the transaction could be completed. Mr. Truly, however, advised Helen Anderson and Howard Bradford not to request an expedited estate tax audit or even contact the I.R.S. about expediting the clearance letter, because he did not want the I.R.S. to know that the defendants were selling the estate for a price much greater than the value appraised by the I.R.S. when the estate taxes were imposed.

In early July, 1978, Helen Anderson, Howard Bradford and William Bradford met with Mr. Truly in Natchez to discuss an indemnity agreement that would include additional acreage to protect George Hamilton, the purpose of which was to be used to allow the parties to close the transaction prior to the receipt of the estate tax clearance letters. The Court finds this meeting to be conclusive evidence that William Bradford was at all times participating in the sale of Richland to Hamilton.

On July 31, 1978, Howard Bradford visited the office of Barry and Serio to state that he was tired of waiting for his money and that if it was not in Natchez by Friday, August 4, 1978, the deal was off. Mr. Barry told Mr. Bradford that Mrs. Serio would fly to California, have the necessary documents signed and procure the money for the defendants.

On August 1, 1978, Jeannette Serio went to Brent Forman's office prior to leaving for California, where she met with Mr. Petrosek, president of a bank in Natchez, Forman's secretary, and David Bramlette, a partner in the Adams, Forman, Truly, Ward, Smith & Bramlette law firm, in order to review all the documents that she was to take to California. Mr. Forman had left town on vacation, so David Bramlette prepared the documents (Exhibits P-9, P-16), which Serio then took to California for George Hamilton's review and signature. Included in these documents were: (1) the deed of conveyance of Richland Plantation (P-12); (2) a deed of trust (P-13); (3) an indemnification and agreement not to encumber (P-10); and (4) three promissory notes payable to Howard S. Bradford, William E. Bradford,...