Inman v. Union Planters Nat. Bank

• Decision Date: 10 March 1982
• Citation: 634 S.W.2d 270
• Parties: Robert S. INMAN, Individually, and as Co-Executor of the Estate of James Frank Inman, Deceased, James Edward Inman and Mary Joyce Behla, Plaintiffs-Appellants, v. UNION PLANTERS NATIONAL BANK, Individually and as Co-Executor of the Estate of James Frank Inman, Deceased, and Annabell Inman, Defendants-Appellees.
• Court: Tennessee Court of Appeals

Page 270

634 S.W.2d 270

Robert S. INMAN, Individually, and as Co-Executor of the Estate of James Frank Inman, Deceased, James Edward Inman and Mary Joyce Behla Plaintiffs-Appellants, v. UNION PLANTERS NATIONAL BANK, Individually and as Co-Executor of the Estate of James Frank Inman Deceased, and Annabell Inman Defendants-Appellees.

Court of Appeals of Tennessee, Western Section.

March 10, 1982.

Application for Permission to Appeal Denied by Supreme Court

June 1, 1982.

David E. Caywood and James F. Arthur, III, Memphis, for plaintiff-appellant Robert S. Inman.

Fyke Farmer, Nashville, for plaintiffs-appellants James Edward Inman and Mary Joyce Behla.

W. Thomas Hutton and Clare M. Orman, Memphis, for defendant-appellee Union Planters National Bank of Memphis.

James D. Causey, Memphis, for defendant-appellee Annabell Inman.

NEARN, Judge.

The successful plaintiffs in this suit have appealed various features of the Chancellor's decree awarding them specific performance of a contract to purchase real estate.

In early February, 1972, transactions were completed in which James Frank Inman contracted to sell two tracts of land to his son, Robert S. Inman, and Robert S. Inman assigned one-third interests in the contract to his siblings, James Edward Inman and Mary Joyce Inman Behla. The contract was to be performed within sixty days from its execution. Before the contract was performed, James Frank Inman died. He left a will setting up testamentary trusts with life estates for his wife, Annabell Inman, the step-mother of the offspring mentioned above. The will appointed Robert S. Inman and Union Planters National Bank as co-executors of the estate. Although steps were taken to perform the land sale contract, that sale never took place.

On February 29, 1972, James Edward Inman filed a Bill for Declaratory Judgment that sought, among other things, a declaration that the real estate in question was worth more than double the contract price and that the difference was a gift by the deceased to his children. As a result of this lawsuit, the Bank informed Annabell Inman that, because of gift and estate taxes, her beneficial interest in the estate could be adversely affected and that she should seek independent counsel.

On March 13, 1972, Robert Inman filed the present suit for specific performance of the land sale contract. In May, 1979, a trial was held in which Robert Inman, James Edward Inman, and Mary Joyce Behla were aligned as plaintiffs, and Annabell Inman and the Union Planters National Bank, as co-executor of the James Frank Inman Estate, were the defendants. Annabell Inman, as a beneficiary of the estate, was individually represented at the trial and sought recission of the contract on the grounds that her husband had been overreached in the formation of the contract and that the consideration was so inadequate as to shock the conscience of the Court. The Chancellor found that the deceased had not been overreached, was fully aware of the value of his property, and freely and knowingly entered into the contract for the benefit of his children. Accordingly, on April 14, 1980, the Chancellor ordered specific performance.

Unfortunately, the matter was not so easily concluded. Various post-trial motions were filed and among them the Chancellor was requested by the Bank to order specific terms for the closing of the contract. On January 30, 1981, the Chancellor issued a Final Decree that computed the cash balance due on the contract and ordered that sum to be paid to the estate in exchange for the property. The original sale price had been $524,000.00. Because of an intervening consensual sale of a portion of the land, which proceeds were placed in escrow pending the litigation here, the remaining cash balance due was $222,397.25.

The issues raised by appellant Robert S. Inman are: (1) whether the Chancellor erred in overruling appellant's motion for new trial sought on the grounds that the Chancellor's decree did not compensate appellant for monetary losses occasioned by the delay in performance of the contract, and (2) whether the Chancellor erred in requiring the entire purchase price to be paid at closing, in light of the original contract term, which provided for deferred payments.

The issue raised by appellants James Edward Inman and Mary Joyce Behla is whether the Chancellor erred in denying appellants' petition to modify the final decree to (1) provide for payment of purchase price by equitable set-off of their interest in the estate, and (2) to order removal of the administration of the estate from the Probate Court to the Chancery Court, and (3) for appointment of an administrator ad litem.

The first issue raised by Robert S. Inman is without merit. Appellant is correct that the Chancellor's decree did not compensate appellant for monetary losses alleged to have occurred because of the delay in performance of the contract. However, as the Chancellor found in denying the motion for new trial, no evidence was presented at the trial, or in connection with the motion for new trial, in support of damages in addition to specific performance. Without proof of damages, there can be no award of damages. See Krause v. Taylor, (1979 Tenn.) 583 S.W.2d 603.

Robert S. Inman's second issue is in regard to the Chancellor's requirement that the balance of the purchase price be paid in cash. The original contract sued upon provided that the balance of the purchase price was to be paid by notes secured by a mortgage, which notes were to be paid in five years with interest on each note at 51/2% interest payable annually.

Ordinarily, a decree for specific performance will enforce a contract as it was made by the parties. In order to explain why we agree with the Chancellor's denial of the equitable remedy of specific performance in so far as the payment term of this contract, we first mention the pertinent facts on this issue.

Appellant's suit for specific performance was filed promptly upon the Bank's refusal to perform the contract. The Bank's answer stated that while the Bank considered the contract to be a valid and binding obligation of the estate, the Bank was also aware of the objections to the contract raised by Annabell Inman, and therefore the Bank believed it should not perform the contract without further instructions from the Court. The Bank also moved the Court to add as indispensable parties all of the potential beneficiaries of the estate, which the Chancellor did. Annabell Inman's answer to appellant's suit did in fact request that the Court declare the contract null and void. These pleadings and motions were all filed in 1972.

The next document appearing in the record is the Bank's Motion to Dismiss for Lack of Prosecution, filed on November 27, 1978. No order on this motion appears in the record, but the trial was held in May, 1979. No reason for the delay of seven years in bringing the suit to trial appears on the record. The record does reflect that in 1974 a settlement was apparently attempted, involving the dismissal of this lawsuit and performance of the contract but the attempt did not attain fruition.

Finally, we note that performance of the contract to require that the estate in effect issue appellant a 51/2% five-year mortgage, while probably not an...