Inman v. Parr

Decision Date13 February 1958
Docket NumberNo. 6136,6136
Citation311 S.W.2d 658
PartiesM. G. INMAN, Sr., et al., Appellants, v. Ruth I. PARR et al., Appellees.
CourtTexas Court of Appeals

King, Sharfstein & Rienstra, Beaumont, for appellants.

W. G. Walley, Raymond T. R. Tatum, Beaumont, for appellees.

R. L. MURRAY, Chief Justice.

This is an appeal from a judgment in the district court of Jefferson County in favor of Ruth I. Parr, a feme sole, Grace I. Booth and husband, Edwin Booth, appellees, against M. G. Inman, Sr., and M. G. Inman, Jr., appellants. Ruth I. Parr brought suit against M. G. Inman, Sr., M. G. Inman, Jr., and Grace I. Booth and husband, Edwin Booth, to cancel and set aside as to all parties certain instruments executed by the parties, and in the alternative to recover damages from M. G. Inman, Sr., and M. G. Inman, Jr., for fraud. The instruments related to the sale and transfer to M. G. Inman, Sr., and M. G. Inman, Jr., by Ruth I. Parr and Grace I. Booth, of all their interest in Inman Chevrolet Company of Port Arthur.

The appellants, Inman, Sr., and Inman, Jr., answered by special exception, general denial, special denials and brought cross actions against Ruth I. Parr and Grace and Edwin Booth, Praying for judgment of specific performance of the sales agreements and contracts sought by Ruth I. Parr to be cancelled, and in the alternative for damages for breach of such agreements on the part of appellees Parr and Booth. Mrs. Booth sought judgment only denying to appellants specific performance or damages, and quieting title in her of her remaining interest in said business.

The case was tried to a jury and upon the jury's verdict the trial court rendered judgment against M. G. Inman, Sr., and M. G. Inman, Jr., and in favor of appellee Ruth I. Parr for the sum of $115,000 and in favor of Grace I. Booth and husband, Edwin Booth, quieting title in Mrs. Booth to her interest in the Inman Chevrolet Company.

The appellants filed motions for instructed verdict, for judgment non obstante veredicto, and to disregard special issue findings of the jury. They also filed motion for new trial and amended motion for new trial. Such motions for instructed verdict, for judgment non obstante veredicto and to disregard special issue findings and amended motion for new trial were overruled by the trial court and the appellants have duly perfected their appeal to this court for review of the judgment.

At the time of his death in December, 1946, Philip Inman was the owner of Inman Chevrolet Company in Port Arthur, Texas. He had been such owner and was the Chevrolet dealer in Port Arthur for over twenty years prior to his death. He died intestate, his survivors and heirs at law being his widow, Irene Inman, and brother, M. G. Inman, Sr., and his sisters, Ruth I. Parr and Grace I. Booth. M. G. Inman, Sr., was the owner and operator of the Chevrolet Agency in Orange, Texas, and he immediately after Philip Inman's death took control of and continued the operation of the Inman Chevrolet Company in Port Arthur. This was done with the consent of all the other heirs. He was appointed temporary administrator of his brother's estate and later such appointment was made permanent. On January 5, 1947, the heirs of Philip Inman entered into a written agreement by which certain designated realty and personal property was to be given to the widow, Irene Inman, and the remainder of the property of the estate of Philip Inman, deceased, was apportioned among the brother and the two sisters. On May 3, 1947 the widow, Irene Inman, and brother, M. G. Inman, Sr., and sisters Ruth I. Parr and Grace I. Booth and her husband, Edwin Booth, executed a second agreement by which they divided and agreed to divide among themselves as heirs the property of Philip Inman, deceased. By this second agreement the widow was paid over $126,000 in cash and given U. S. Government bonds of maturity value of $24,000, a $30,000 note secured by a lien upon certain real estate in the city of Port Arthur, various tracts of real property, and most of the personal property in the home of Philip Inman, deceased. All of such property she accepted as a complete distribution and delivery to her of her interest in the separate and community property of her deceased husband. The other parties received as their share of the property of their deceased brother, all the remainder of his property, which included the Inman Chevrolet Company. Such three parties, the brother and the two sisters, by such agreement also obligated themselves to pay all debts of Philip Inman, deceased, including federal and state taxes, inheritance taxes due the State of Texas, income taxes, all ad valorem taxes and all costs of the administration of the estate. Included in the property received by the brother and two sisters was the Inman Chevrolet Company and the real property in the 800 block of Procter Street in Port Arthur where such business was conducted. The agreement itself was made contingent upon the acquisition by M. G. Inman, Sr., of a new selling agreement or franchise from the Chevrolet Division of General Motors Corporation in order that the sale of Chevrolet automobiles by the business might be continued by the brother and two sisters. M. G. Inman, Sr. did secure such a franchise.

Inman, Sr. operated the business of Inman Chevrolet Company under appointment as administrator of Philip Inman's estate until December 31, 1950. Shortly before the death of Philip Inman the buildings and place of business of Inman Chevrolet Company were practically destroyed by fire and the business was carried on from temporary headquarters as a filling station. During the time of M. G. Inman, Sr.'s operation of the business as administrator, the obligations to Irene Inman, the widow, were discharged. This was largely done out of money in possession of Philip Inman at the time of his death. The profits from the operation of Inman Chevrolet Company were also used for this purpose. Such profits also made possible the building of a new plant for the sale and servicing of Chevrolet automobiles at the former place of business of Inman Chevrolet Company, the land being owned jointly by the brother and two sisters.

During the time of M. G. Inman, Sr.'s operation of the business as administrator the net profits therefrom were in excess of one million dollars. One-third of this amount was received by each of three owners, M. G. Inman, Sr., Ruth I. Parr and Grace I. Booth. A portion of such profits of each of the three persons was paid to build the new building where the business was operated and such real property is owned by all three such parties.

During the years of the operation of such business by M. G. Inman, Sr., as administrator, M. G. Inman at various times discussed with his sisters his intention not to continue the operation of the Inman Chevrolet Company under its existing organization. He was the only one who took an active interest in the business, the two sisters being inexperienced in business affairs and having no knowledge which would be of benefit to the operation of such business. He informed them that he would not continue operating the business for them, as he said, because the Chevrolet Sales Executive in Texas objected to a Chevrolet sales agency partly owned by persons who were inactive in the business itself. He told them that he did not propose to do all the work of operating the business and receive only one-third of the profits. Correspondence from a Chevrolet Motors head to Mr. Inman was in evidence, showing that that company was interested in having in a sales agency, and particularly in this one, only persons who were active in the administration of the business.

The administration of the estate of Philip Inman, deceased, was closed on December 31, 1950, and M. G. Inman's final account as administrator was approved. Mr. Inman continued to operate the business as managing partner without any written agreement of partnership until December 26, 1951. On this date, December 26, 1951, Ruth I. Parr, Grace I. Booth and her husband executed various written agreements to sell to M. G. Inman, Sr. and M. G. Inman, Jr., thier interest in and to the business of the Inman Chevrolet Company and also entered into a lease agreement by which M. G. Inman, Sr., Ruth I. Parr and Grace I. Booth, as owners of the real property on which the Chevrolet business was conducted, were to be paid rentals based upon the net income of the company.

These instruments are the subject of the attack of the appellees in this lawsuit.

The selling agreement or franchise from Chevrolet Motors Division-General Motors Corporation, dated November 1, 1951, recited that it was between said Chevrolet Motors Division, called seller, and 'Inman Chevrolet Company and/or copartnership of Port Arthur, Jefferson County, Texas,' called dealer. This agreement also recited in part, as follows:

'Third: This is a personal contract, being entered into in reliance upon and in consideration of the personal qualifications of and representations with respect thereto of M. G. Inman, the dealer, * * * who actively and substantially participates in the ownership. and/or operation of the dealership. The individual or individuals designated shall be responsible for any act or omission of any of dealer's agents or employees which may be contrary to the purposes and objectives of this agreement for the obligations of dealer hereunder. Dealer shall not transfer nor assign this agreement or any right or obligation hereunder nor make nor suffer to be made any change in the ownership, financial interests or active management of dealer without the prior written approval of seller.'

The following instruments were executed by the parties on December 26, 1951:

1. Bill of sale and option, to be effective as of January 1, 1951, executed by Ruth Parr selling an undivided 8 1/3% interest in Inman Chevrolet Company to M. G....

To continue reading

Request your trial
16 cases
  • Bohn v. Bohn
    • United States
    • Texas Court of Appeals
    • 7 May 1970
    ...Hickman v. Stone, 69 Tex. 255, 5 S.W. 833 (1887); Cooper v. Lee, 75 Tex. 114, 12 S.W. 483; Inman v . Parr, 311 S.W.2d 658, 702 (Tex.Civ.App.--Beaumont 1958, error ref., n.r.e.). That a confidential relationship exists between husband and wife has been recognized in Texas. Wiley and Co. v. P......
  • Paxton v. Spencer
    • United States
    • Texas Court of Appeals
    • 21 December 1973
    ...fair in all its terms and free from any misrepresentations, fraud, mistake or misapprehension'. Inman v. Parr, 311 S.W.2d 658, 709 (Tex.Civ.App.--Beaumont 1958, writ ref'd n.r.e.). For a carefully detailed and comprehensive enumeration of well established guidelines relating to the equitabl......
  • City of San Antonio v. Forgy
    • United States
    • Texas Court of Appeals
    • 22 March 1989
    ...writ ref'd n.r.e.); Morgan v. Arnold, 441 S.W.2d 897 (Tex.Civ.App.--Dallas 1969, writ ref'd n.r.e.); Inman v. Parr, 311 S.W.2d 658 (Tex.Civ.App.--Beaumont 1958, writ ref'd n.r.e.); TEX.BUS. & COM.CODE ANN. § 1.203 (Tex. UCC) (Vernon 1968). The Spears concurring opinion cites these ...
  • Howell v. Bowden, 16149
    • United States
    • Texas Court of Appeals
    • 29 March 1963
    ...to have closed the partnership in a manner entirely too summary to be sanctioned by a court of justice. * * *' See also Inman v. Parr, Tex.Civ.App., 311 S.W.2d 658; Taormina v. Culicchia, Tex.Civ.App., 355 S.W.2d 569. Warner v. Winn, Tex.Civ.App., 191 S.W.2d 747, 749; 40 Am.Jur. 468; 68 C.J......
  • Request a trial to view additional results

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT