Keller v. Security Federal Sav. and Loan Ass'n

• Decision Date: 15 December 1989
• Citation: 555 So.2d 151
• Parties: Joe KELLER v. SECURITY FEDERAL SAVINGS AND LOAN ASSOCIATION, et al. 88-1348.
• Court: Alabama Supreme Court

Page 151

555 So.2d 151

Joe KELLER v. SECURITY FEDERAL SAVINGS AND LOAN ASSOCIATION, et al.

88-1348.

Supreme Court of Alabama.

Dec. 15, 1989.

William J. Baxley and Guy Fullan, Birmingham, for appellant.

Michael S. Burroughs of Phelps, Owens, Jenkins, Gibson & Fowler, Tuscaloosa, for appellees.

HOUSTON, Justice.

This appeal is from a summary judgment entered in favor of Security Federal Savings and Loan Association ("Security Federal") and Vann Waldrop against Joe Keller and Keller Interiors (hereinafter referred to collectively as "Keller") on Keller's claims of fraud, breach of contract, civil conspiracy, and intentional interference with contractual and business relations. The University of Alabama ("University") and Walter Densmore, an employee of the University, were also defendants; the action remains pending as to those parties. The trial court certified its ruling as a final judgment pursuant to Rule 54(b), A.R.Civ.P. ¹ We affirm.

Keller filed suit against Security Federal and Waldrop, alleging fraud, breach of contract, and civil conspiracy. Security Federal and Waldrop filed a motion for summary judgment, supported by the pleadings and depositions sufficient to negate at least one element of each of Keller's claims, which then shifted to Keller the burden of providing substantial evidence to support his claims. Thereafter, Keller filed an amended complaint adding the count of intentional interference with business relations. The trial court granted Security Federal and Waldrop's motion for summary judgment "on all claims against them." Keller appealed.

The issues presented for our review are whether the trial court erred in entering summary judgment on Keller's claims alleging fraud, breach of contract, civil conspiracy, and intentional interference with a business relation.

If there is substantial evidence of every element of a cause of action, summary judgment is inappropriate. Ala.Code § 12-21-12; Robichaux v. AFBIC Development Co., 551 So.2d 1017 (Ala.1989); Perry v. Hancock Fabrics, Inc., 541 So.2d 521 (Ala.1989). Summary judgment for a defendant is proper if there is no genuine issue of material fact as to a particular element of a cause of action, and the defendant is entitled to a judgment as a matter of law. Wilson v. Brown, 496 So.2d 756 (Ala.1986); Harrell v. Reynolds Metals Co., 495 So.2d 1381 (Ala.1986). In determining whether there is substantial evidence to support a particular element of a cause of action, this Court must review the record in a light most favorable to the nonmoving party and resolve all reasonable doubts against the movant. Harrell v. Reynolds Metals Co., 495 So.2d 1381 (Ala.1986).

Viewed in the light most favorable to Keller, the facts of this case are as follows:

Keller operates a sole proprietorship known as Keller Interiors. For several years, Keller has leased the property where his business is located from the University. Waldrop is president and chairman of the board of Security Federal, whose office is adjacent to the building where Keller's business is located.

In early fall of 1986, Keller learned of the University's interest in selling the property that he had been leasing. Keller contacted Densmore, the purchasing manager for the University in charge of handling commercial bids, and told Densmore that he was interested in purchasing the property. Densmore told Keller to make a reasonable offer and stated that he would take Keller's offer to the Board of Trustees of the University ("Board") for its approval. Subsequently, Keller sought to obtain 100% financing for the purchase of the property from John Harvard, Security Federal's managing officer. It is undisputed that Keller did not disclose to Harvard either the amount he intended to bid or the amount he needed to borrow. After Harvard informed Keller that Security Federal could lend him only 80% of the amount on a commercial loan, Keller went elsewhere to secure the funds. Thereafter, Harvard notified Waldrop of Keller's interest in securing a loan to bid on the property. Prior to this discussion with Waldrop, Harvard was unaware of Security Federal's interest in purchasing the same property. Waldrop promptly notified Keller of Security Federal's interest in the property; of the possible conflict of interest; and that, under the circumstances, it would be improper "for any of the personnel at Security Federal to learn of Keller's plans or intentions with respect to formulating and/or submitting a bid." Thereafter, Keller notified Densmore that he had obtained the necessary funds and was ready for Densmore to submit the bid to the Board. However, at that time, Densmore informed Keller that he would not take Keller's private bid to the Board, but that the property would be sold through a public bidding process and that Keller would have the same opportunity as the general public. Prior to the scheduled bid date, Densmore personally sent letters to Keller and Waldrop and telephoned them to give them notice of the bid date. Densmore also placed a public notice in the local newspaper, which read, in pertinent part, as follows:

"Notice of Public Sale of Lot and

Building by The Board of

"Trustees of The University of Alabama

"Tuscaloosa, Alabama

"Notice is hereby given by The Board of Trustees of The University of Alabama, a corporation, of the Public Sale of a lot and building in Tuscaloosa, Alabama, by sealed bids, which bids will be publicly opened in the office of [Walter Densmore,] the Director of Business Services, Purchases and Stores....

"....

"The minimum acceptable bid is $59,500.00. All bids shall be valid for a period of thirty (30) days from date of bid opening. Each bid shall be accompanied by ten percent earnest money deposit in the form of cash, a certified check, or cashier's check. Earnest money deposits shall be returned to unsuccessful bidders after award of bid. Any successful bidder's earnest money deposit shall be applied against purchase price.

"The University reserves the right to reject any and all bids. All bids shall be deemed offers for the purchase of the above described property and will be subject to the approval of the Board of Trustees of the University of Alabama, a corporation. Written notification to a bidder that his bid is successful shall be deemed acceptance of his offer. The terms of sale are cash at closing. The University will provide a Statutory Warranty Deed to the property...."

Keller was the only bidder on the bid date, submitting a bid in the amount of $80,300 accompanied by an $8,000 cashier's check payable to the University. Thereafter, Densmore told Keller, "I guess you bought yourself a piece of property." A few days later, counsel for the University contacted Keller to obtain information for preparing a deed for the property for the Board's approval, but no papers were ever sent to the Board. Keller was aware at the time he submitted his bid that the University reserved the right to reject any and all bids and that all bids were subject to the approval of the Board. At no time did the University send Keller written notification that his bid was successful, nor did the University waive any of the provisions or conditions of the notice.

Sometime after the scheduled bid date, Waldrop realized that he had missed the date and notified Densmore that he would like an opportunity to submit a bid on behalf of Security Federal. Thereafter, by the following letter, Densmore informed Keller that the University would not sell him the property:

"As we discussed during our telephone conversation on December 17th, the University did not accept your bid because it exercised its right to reject all bids as provided for in the bid notice. At the time the decision was made by the University to solicit bids for the purchase of the property, the University had anticipated that there would be substantial interest in acquiring this property. When only one bid, yours, was received, the University decided that the best interest of the University would be served by deferring the sale of this property to a future date when there may possibly be greater competition to acquire the property.

"The University is appreciative, however, of your interest in purchasing the property. In the future if the University again solicits bids for the purchase of the property located at 2305 University Boulevard, the University hopes you again will be interested in submitting a bid."

At the same time, Densmore informed Keller that he could lease the property for another year.

Robert Wright was vice-president of financial affairs and treasurer of the University; his deposition revealed that he and Densmore were curious as to Security Federal's failure to bid but "assumed that we would accept [Keller's] bid since we would assume everybody was notified properly." Sometime thereafter, Densmore reported back to Wright that Waldrop and Security Federal had a tremendous interest in the property. Wright and Densmore discussed the best position for the University to assume since they had two interested parties, but only one bid. Keller's bid was discussed with Dr. Joab Thomas, president of the University, but that bid was never taken to the Board; and Wright and Dr. Thomas decided it would be in the best interest of the University to republish for bids on the property.

In early spring 1988, Waldrop submitted a private bid of $96,000 to the University and proposed a second research project with the University. The University did not publish the property for sale at the time Waldrop submitted his private offer. Thereafter, Wright notified Waldrop that the University could not accept his private offer and that the property would have to be sold at public auction. In May 1988, Wright proposed that Security Federal would give Keller one year's free rent on the property if Security Federal were the highest bidder at the next proposed sale. During July 1988, Waldrop contributed $2,000 to the...