Oaks v. Ball (In re Estate of Greer)

• Decision Date: 01 June 2017
• Docket Number: NO. 2014–CT–00528–SCT,2014–CT–00528–SCT
• Citation: 218 So.3d 1136
• Parties: ESTATE OF Rose GREER, Deceased: John Oaks a/k/a John Oakes v. Linda Greer BALL
• Court: Mississippi Supreme Court

218 So.3d 1136

ESTATE OF Rose GREER, Deceased: John Oaks a/k/a John Oakes

v.Linda Greer BALL

NO. 2014–CT–00528–SCT

Supreme Court of Mississippi.

June 1, 2017

ATTORNEYS FOR APPELLANT: JOHN R. REEVES, JOHN JUSTIN KING

ATTORNEYS FOR APPELLEE: WILLIAM D. BOERNER, BRAD RUSSELL BOERNER, JOE ROBERT NORTON, IV

EN BANC.

ON WRIT OF CERTIORARI

DICKINSON, PRESIDING JUSTICE, FOR THE COURT:

¶ 1. A provision in a lease stated that upon the lessor's death, the lessor's rights—primarily the right to receive lease payments—transferred to the lessor's daughter, who was not a party to the lease. The lessor died, and the question presented under the facts of this case is whether the provision of the lease or the provisions of the lessor's will determine the owner of the lease payments. We granted certiorari because this Court previously has not addressed testamentary provisions in a contract. Because we agree with the Court of Appeals that the conveyance was testamentary, and for the reasons stated below, we affirm the judgment of the Court of Appeals.

FACTS AND PROCEDURAL HISTORY

¶ 2. Rose Greer leased land she owned in Lincoln County to David and Jene Nunnery. Section 3 of the lease—which extended until July 31, 2025, in automatically renewing one-year terms—stated:

In the event of the death of the Lessor, this lease agreement shall not terminate, rather the rights and obligations of Lessor shall immediately be transferred to Linda Ball, who will also have the right to receive payments hereunder.

¶ 3. Greer later executed a will leaving all her property to John Oakes and naming him executor of her estate. After Greer's death, Oakes filed a petition in the Chancery Court of Lincoln County to probate Greer's will. The chancellor admitted the will to probate and issued Oakes letters testamentary.

¶ 4. Oakes—as executor—then filed a complaint for declaratory relief in the chancery court, asking the chancellor (1) to find Section 3 testamentary in nature and declare it invalid because it lacked the formalities of a will; (2) to determine whether the lease remained in effect after Greer's death; and (3) if enforceable, to determine Ball's rights and obligations under the lease.¹ Ball responded that Section 3 simply assigned Greer's rights, and that she was entitled to attorney's fees and costs.

¶ 5. At the hearing, Oakes argued the chancellor should declare Section 3 invalid because it was testamentary in nature and lacked the formalities of a will, and because Ball was not an intended third-party beneficiary of the lease. Ball argued that she was a third-party beneficiary of the lease, and that Section 3 was a valid assignment of Greer's rights and obligations.

¶ 6. The chancellor concluded Section 3 was not testamentary and that it effectively assigned Greer's rights and obligations. Oakes appealed the chancellor's decision, arguing the chancellor had erred by finding that the assignment was not testamentary.

¶ 7. We assigned the case to the Court of Appeals, which reversed the chancellor's judgment, finding that Section 3 was testamentary and unenforceable.² Ball petitioned this Court for writ of certiorari, which we granted.

ANALYSIS

¶ 8. Since at least 1855, we have recognized that when an instrument, however styled, conveys an interest in property, but "the intention was, that it should have only a future operation after death," courts must treat the instrument as a will.³ But until today, our cases have considered only its application to an instrument purporting to be a deed, so this case presents an issue of first impression. Section 3 of the lease contains language similar to that which has rendered deeds testamentary. But, unlike the purported deeds we have considered, this language appears in a contract with other provisions that took effect during the grantor's life.

¶ 9. In Ford v. Hegwood , Justice Robertson, speaking for a unanimous Court, recognized that our precedent on this issue "is well settled in two complementary lines of cases."⁴ First, when the instrument "contains its maker's provision that it makes no present conveyance of an interest in land or otherwise directs that the interest to be conveyed vests in the grantee only upon the death of the grantor, such an instrument is regarded as testamentary in character and is enforceable only if made in compliance with our statute of wills."⁵ Second, "where the instrument conveys a future interest in land which vests in the grantee effective upon delivery of the deed, though reserving in the grantor a life estate, the effect of which is to postpone only the grantee's right of possession or occupancy, the instrument is a deed in law subject to our law appertaining thereto and may be effective notwithstanding failure to comply with the statute of wills."⁶

¶ 10. The distinction turns on whether the instrument conveys any present interest to the grantee.⁷ It matters not that some additional interest may vest on the grantor's death. For instance, we have found that a deed is not testamentary when the grantor retains a life estate and conveys the remainder interest to the grantee.⁸ This is so even though the grantee's possessory interest will not vest until the grantor's death because the grantee's legal interest vests at the moment of conveyance.

¶ 11. Under Section 3 of this lease, Greer's rights and obligations under the lease do not vest in Ball—the grantee—until Greer's death: "In the event of the death of the Lessor ... the rights and obligations of Lessor shall immediately be transferred to Linda Ball, who will also have the right to receive payments hereunder."⁹ The terms "shall" and "will" denote future events, and rights that "shall immediately be transferred" upon the occurrence of some future event are not actually transferred until the future event occurs. So, Section 3 itself vests no right in the grantee until the grantor's death and, standing alone, would be testamentary.

¶ 12. But it is undisputed that the lease between Greer—the lessor/grantor—and the Nunnerys—the lessees—took effect during Greer's life. Were Ball—the grantee—a party to the contract itself, we think this case squarely would be analogous to those involving life estates and remainder interests. Whereas a conveyance of real property subject to a life estate immediately vests a legal interest in the grantee but a possessory interest only upon the grantor's death, so too would a contract to purchase the property on death immediately vest a contractual interest in the grantee and a right to title to the property at death. In fact, when we first recognized that a deed could be deemed testamentary, we made a point to explain that the conveyance was a gift, not a contract, implying that our analysis would have been different had a contract been at issue.¹⁰

¶ 13. That said, Ball was not a party to the lease. At most, Ball may have been an intended third-party beneficiary.¹¹ An intended third-party beneficiary " ‘may in his own right and name, enforce a promise made for his benefit even though he is a stranger both to the contract and the consideration.’ "¹²

¶ 14. If Ball was not an intended third-party beneficiary, it is clear she had no vested interest during the life of the grantor and the chancellor erred by finding that the conveyance was not testamentary. If she was an intended third-party beneficiary, the answer to that question is more nuanced. The parties to the contract had vested contractual rights during the life of the grantor. An intended third-party beneficiary possesses the right to enforce the promise for her benefit in the contract. That said, the parties to a contract may agree to discharge or modify promises that benefit an intended third-party beneficiary except when the contract contains a provision to the contrary or under certain factual circumstances not at issue here.¹³

¶ 15. A right is vested when it has "become a completed, consummated right for present or future enjoyment; not contingent; unconditional; absolute."¹⁴ Because Greer and the Nunnerys could have modified the lease to remove Ball's benefit under Section 3, Ball possessed no vested right in the contract even if she were an intended third-party beneficiary. So, contrary to the dissent's view, it matters not that Greer needed the Nunnerys' consent to terminate this provision during her lifetime. The relevant question is when the interest vests in the grantee and whether it may be modified during the grantor's life, not who has the right to prevent any interest from vesting. Because Ball, the grantee, lacked a vested right, Section 3 must be deemed testamentary in nature and treated as a will.¹⁵ The parties agree the lease failed to comply with the statutory formalities required of a will, so we affirm the Court of Appeals' decision to reverse the chancellor's decision finding Section 3 enforceable.

CONCLUSION

¶ 16. Because we find Section 3 testamentary in nature, we affirm the Court of Appeals' decision to reverse the chancellor's decision that this provision was enforceable. We reiterate, as noted above, that the chancellor's ruling below and our ruling today affect only Ball's rights under Section 3 of the lease. The parties stipulated below that the Nunnerys' lease itself is valid.

¶ 17. THE JUDGMENT OF THE COURT OF APPEALS IS AFFIRMED. THE JUDGMENT OF THE LINCOLN COUNTY CHANCERY COURT IS REVERSED AND REMANDED.

WALLER, C.J., RANDOLPH, P.J.,COLEMAN, MAXWELL AND BEAM, JJ., CONCUR. KITCHENS, J., DISSENTS WITH SEPARATE WRITTEN OPINION JOINED BY KING AND CHAMBERLIN, JJ.

KITCHENS, JUSTICE, DISSENTING:

¶ 18. I respectfully dissent. The lease agreement at issue was a contract between Rose Greer, as lessor, and Jené and David Nunnery (the Nunnerys), as lessees. Lessor and lessees agreed that Greer would lease the Nunnerys a tract of land for a dairy farm for a period of twenty-five years. Greer and the Nunnerys also agreed that, in the event of Greer's death, her daughter, Linda Greer Ball, would "step into her shoes" and assume the...