Oak Tree Partners, LLC v. Williams
Decision Date | 26 November 2018 |
Docket Number | Case No. 115,853 |
Citation | 458 P.3d 626 |
Parties | OAK TREE PARTNERS, LLC, an Oklahoma Limited Liability Company, Plaintiff/Counterclaim Defendant/Appellee/Counter Appellant, v. Tracy WILLIAMS, Defendant/Counterclaim Plaintiff/Appellant/Counter Appellee, and Jeffrey O. Bolding, Third-Party Defendant/Appellee. |
Court | United States State Court of Criminal Appeals of Oklahoma. Court of Civil Appeals of Oklahoma |
William A. Johnson, Matthew W. Brockman, Michael A. Furlong, Hartzog Conger Cason & Neville, Oklahoma City, Oklahoma, For Plaintiff/Counterclaim Defendant/Appellee/Counter Appellant and Third-Party Defendant/Appellee
Kiran A. Phansalkar, Conner & Winters, LLP, Oklahoma City, Oklahoma, and Matthew L. Warren, Warren Law Office PLLC, Tulsa, Oklahoma, For Defendant/Counterclaim Plaintiff/Appellant/Counter Appellee
OPINION BY P. THOMAS THORNBRUGH, CHIEF JUDGE:
¶1 Tracy Williams appeals a combination of summary judgments, directed verdicts, and a jury verdict in this case that arose from a failed land deal. Oak Tree Partners, LLC (OTP), also appeals two judgments of the district court. On review, we reach the following conclusions:
1. Williams was not entitled to the remedy of "specific performance with abatement" in this case, and the district court did not err in granting summary judgment against him.
2. The status of the contractual disclaimer of warranty in this case is not determined by the question of whether this was a "per acre" sale, nor is it determined by case law involving residential real estate sales. The district court did not err in granting summary judgment against Williams' contract claims.
3. Williams' fraud claims failed to demonstrate the element of detrimental reliance, and the district court did not err in granting summary judgment against Williams' fraud claims.
4. In this case, the relevant section of the Oklahoma Real Estate License Code (ORELC), 59 O.S.2011 §§ 858-101 through 858-515.2, creates no heightened duty or independent cause of action separate from common law fraud, and the district court did not err in granting summary judgment against Williams' ORELC claims.
5. OTP's slander of title cause of action failed as a matter of law because the filing of a petition and lis pendens in these circumstances is privileged, and the district court erred in submitting this claim to the jury.
6. As a result, OTP was not entitled to damages for slander of title.
7. OTP was, therefore, not entitled to fees as prevailing party in a slander of title action; in addition, the quiet title judgment was not fee-bearing because the provisions of the Nonjudicial Marketable Title Procedures Act were not followed.
8. The district court did not err in granting judgment against OTP's claim of fraudulent inducement by Williams.
9. The district court did not err in granting judgment against OTP's claim of "breach of warranty" by Williams.
BACKGROUND
¶2 An abbreviated history of this case is as follows: On April 1, 2014, Williams and OTP entered into a "uniform purchase contract," which Williams drafted with the following terms:
¶3 Among the documents Williams attached to the purchase contract were two printouts from the county assessor's website,1 two rough hand-drawn diagrams, and an extract from an email to Williams from Third-party Defendant Jeffrey Bolding, as follows:
Adding the totals, this attachment appeared to identify 99.71 acres of property. However, a part of the tracts identified in the contract had, in fact, already been sold by OTP to a third party. The stated purchase prices add up to $7,090,900, not the $5,150,000 + $50,000 earnest money stated in the purchase contract.
¶4 OTP also drafted an addendum that was made a part of the contract and included the following language:
¶5 The contract provided for a 60-day due diligence period.
¶6 On July 21, 2014, after the due diligence period had expired, but before the August 1, 2014 payment date, Williams, through counsel, sent a letter to OTP alleging the following:
Williams alleged a shortfall of 6.47 acres, and requested a reduction of $335,205 (i.e., $51,500 per acre) in the purchase price. OTP responded that the shortfall was only 4.28 acres,2 and invoked the warranty disclaimer and the end of the due diligence period. On that basis, OTP stated that Williams was not entitled to a price reduction or to rescind the contract.
¶7 On July 28, Williams responded with a settlement offer that claimed fraud by OTP and Bolding, and offered to settle for performance of the contract and a credit of $483,000. The latter amount apparently consisted of $380,000 for a lot known as Paddock 16 that was included in the original contract but not owned by OTP, and damages to compensate Williams for the "benefit of the bargain." OTP rejected this offer. On August 11, 2014, OTP filed a petition for declaratory judgment, quiet title, and money damages. On August 12, Williams filed a petition against OTP and Bolding seeking "specific performance with abatement," lost profit damages for breach of contract and/or for fraud, and damages for "breach of real estate license obligations" by Bolding. Williams also filed a lis pendens against the property. OTP moved to dismiss Williams' petition, or in the alternative, to consolidate the cases filed by OTP and Williams. The court denied the motion to dismiss and consolidated the two cases.
¶8 On November 14, 2014, OTP moved for summary judgment on Williams' claims against OTP. On January 6, 2015, the district court granted this motion. A prolonged and contentious exchange among counsel followed regarding the details of a journal entry.3 A journal entry was eventually filed on March 6. Meanwhile, OTP filed a motion to amend its petition to add new claims against Williams, including fraudulent inducement, tortious interference, and slander of title. These claims were based on the argument that Williams had intentionally signed, then reneged, on the warranty disclaimer, and had deliberately brought meritless claims and filed a lis pendens to block the sale of the property to a willing third-party buyer. The court allowed the amendment. On March 16, 2015, OTP filed a motion for partial summary judgment on several issues, including whether Williams was entitled to "specific performance with abatement." The court denied this motion on March 30.
¶9 On May 26, 2015, Bolding filed a motion for summary judgment on Williams' claims against him. This motion was eventually granted in August 2016.4 In January 2016, OTP filed a motion for partial summary judgment on Williams' affirmative defense of fraud, which the court granted. In January 2016, Williams filed a motion to reconsider the January 2015 summary judgment disposing of his claims against OTP. He also filed a motion seeking summary judgment against OTP's claims for breach of warranty, fraudulent inducement, and slander of title. The court granted summary judgment against OTP's claims for fraudulent inducement. It denied the motion to reconsider.
¶10 In August 2016, OTP...
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...for fraudulent inducement includes “all the elements of common law fraud.” Oak Tree Partners, LLC v. Williams, 2020 OK CIV APP 5, ¶ 87, 458 P.3d 626, 646. “These are: (1) a material misrepresentation; (2) known to be false at the time made; (3) made with specific intent that a party would r......
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