Putt v. City of Corinth
| Decision Date | 27 March 1991 |
| Docket Number | No. 07-CA-59335,07-CA-59335 |
| Parties | John PUTT v. CITY OF CORINTH, a Municipality, and the Board and/or Commission of the Corinth City Gas and Water Department. |
| Court | Mississippi Supreme Court |
Charles R. Wilbanks, Wilbanks Law Firm, Corinth, for appellant.
Jimmy B. Fisher, Corinth, for appellees.
Before ROY NOBLE LEE, C.J., and PRATHER and ROBERTSON, JJ.
I.
This appeal arises from a seller's suit for breach of an oral contract for the sale of land. The Circuit Court entered judgment summarily, dismissing the suit, and en route refused to credit the municipal corporation buyer's minutes as a note or memorandum satisfying the statute of frauds.
We reverse.
II.
John H. Putt is an adult resident citizen of the City of Corinth in Alcorn County Mississippi. At all relevant times Putt was the owner of certain commercial real estate in Corinth commonly known as the King Tractor Building. The property lies on Highway 45 South along the south side of Elam Creek Canal. Putt had most recently used it to operate a used car business known as P & M Motors. Putt was the Plaintiff below and is the Appellant here.
The City of Corinth is a municipal corporation and is the county seat of Alcorn County, Mississippi. The Corinth Gas and Water Department is an arm of the City of Corinth and is operated by the Corinth Public Utilities Commission, see Miss.Code Ann. Sec. 21-27-13 (1972). These various entities were Defendants below and are Appellees here and are sometimes hereinafter collectively referred to as "the City." 1
In the Fall of 1984, the Corinth Gas and Water Department was seeking a building suitable for housing its maintenance department and for storage of equipment and spare parts. Putt learned of this, and in December, 1984, he approached Wayne McGee, Department Manager, and Dennis Coleman, a Department employee, and told them his building was for sale. Putt's asking price was $100,000.00.
On January 14, 1985, McGee appeared at the regular monthly meeting of the Utilities Commission and reported his conversation with Putt. The Commission authorized Clifford G. Worsham, a Commission member, to inspect Putt's building and to explore purchase possibilities, including financing. Commissioner Worsham reported favorably at the February meeting, and, at that time, the Commission authorized Commissioner Leland Martin to negotiate a purchase agreement with Putt. A few days later, Martin and McGee, acting on behalf of the Commission, met with Putt. It seems that there was a metal shed or building on the property which the Commission saw no use for, and Martin and McGee suggested to Putt that he keep the shed but remove it from the premises and reduce the purchase price to $95,000.00.
On March 11, 1985, the Commission formally approved the purchase as evidenced by the following minute entry:
WAREHOUSE. Commissioner Martin reported that they had obtained the agreement of John Putt to sell the building on Old Highway 45 (Tate Street) to the City for $95,000.00 with him to retain the shed immediately north of the building. After discussion, the Commission found that the appraisal by Lou Miller was $100,000.00 and that the shed would be of little value to the Gas and Water Department and that the reasonable market value of the property was $95,000.00 and should be purchased for the use of the Water and Gas Departments. The purchase to be made with funds from the Gas Department and the Water Department to pay rent on the building.
These minutes were signed by C.R. Caviness, Chairman, and attested by Clifford G. Worsham, Secretary. 2 The Commission advised Putt of this action. There is no evidence the Commission and Putt agreed regarding any possible outstanding encumbrances or judgments or the matter of proration of taxes, omissions whose importance will presently appear.
Putt removed the shed from the land and then moved his used car business to another location. Putt had at-will renters on the premises, from whom he had been receiving $250.00 and $450.00 per month, respectively, and he terminated these tenants. Putt cleaned up the warehouse in preparation for closing. One Gas and Water Department employee said the Department had built shelves to install in the building after the sale was completed.
In time the Commission turned the matter over to its lawyer "to conclude the transaction." Brief of Appellee, filed October 17, 1988, p. 7. Upon examining title to the property and checking the courthouse records, the Commission's lawyer found an outstanding deed of trust and, more importantly, two judgments enrolled against Putt and held by Ray Sewell Co., Inc., in the aggregate principal sum of $11,993.01. Putt secured the Alcorn Bank and Trust Company's release of the lien of the outstanding deed of trust. The Commission's lawyer prepared a separate release to be executed by Ray Sewell Co., Inc. regarding the judgment liens. Putt was not able to secure Sewell's release.
On May 9, 1985, Wayne McGee, manager of the Gas and Water Department, and acting on behalf of the Commission and the City, met with Putt in the office of the Commission's lawyer to close the sale. McGee had with him a Corinth Gas and Water Department check payable to Putt in the amount of $78,717.26, and advised that he was ready to conclude the transaction. The Commission's lawyer presented to Putt a closing statement as follows:
JOHN PUTT PROPERTY
CLOSING STATEMENT 5-9-85
PURCHASE PRICE 95,000.00
LESS: Withheld by Corinth pending settlement of Sewell (- 16,000.00)
judgment
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79,000.00
LESS: Prorate taxes
City: 451.10
County: 302.88
-------------------
753.98 =Putt @ 4.5/12= (-282.74)
-------------
Corinth Check to Putt 78,717.26
First, Putt objected to the $16,000.00 escrow withholding. He advised McGee and the Commission's lawyer that the judgments were on appeal to the Supreme Court of Mississippi and were covered by a bond sufficient to secure payment in the event his appeal failed. 3 Putt then relented and agreed to the withholding, provided only that the money held in escrow would draw interest payable to him at a reasonable rate. The Commission and its lawyer refused these terms.
Putt also disputed the proposed proration of ad valorem taxes. Putt said he had made his deal with the Commission in January of 1985 and, accordingly, that he should not be responsible for any taxes for the year 1985. The Commission, through its lawyer, disagreed and insisted upon proration as of the date of closing. Because they were unable to agree on issues of withholding and escrow to protect against the judgment liens and the proration of taxes, the City, the Commission and Putt did not close the sale.
The City and the Commission refused thereafter to purchase Putt's property and soon located an alternative site. On July 17, 1985, the Commission purchased this other property.
On April 17, 1986, Putt commenced the present civil action by filing his complaint in Circuit Court of Alcorn County. Putt named the City, its Utility Commission, and its Gas and Water Department as Defendants and charged them with breach of contract and demanded actual and punitive damages. 4 The City denied the essential allegations of the complaint and pleaded inter alia, the statute of frauds. Miss.Code Ann. Sec. 15-3-1(c) (1972); Rule 8(c), Miss.R.Civ.P.
On April 21, 1987, the City moved for summary judgment, asserting inter alia its statute of frauds defense. Rule 56, Miss.R.Civ.P. The matter was presented to the Circuit Court upon a series of affidavits and depositions. On April 29, 1988, the Circuit Court granted the motion and entered final judgment in favor of the City, dismissing Putt's complaint with prejudice.
Putt now appeals from this ruling.
III.
This Court has many times articulated the standard a trial court must use when considering a motion for summary judgment:
The trial court must review carefully all of the evidentiary matters before it--admissions in pleadings, answers to interrogatories, depositions, affidavits, etc. The evidence must be viewed in the light most favorable to the party against whom the motion has been made. If in this view the moving party is entitled to judgment as a matter of law, summary judgment should forthwith be entered in his favor. Otherwise, the motion should be denied.
Bobby Kitchens v. Mississippi Insurance Guaranty Association, 560 So.2d 129, 133 (Miss.1989); Clark v. Moore Memorial United Methodist Church, 538 So.2d 760, 762 (Miss.1989); see generally, Holifield v. Pitts Swabbing Company, 533 So.2d 1112, 1114 (Miss.1988). On appeal, our review is de novo; we view the matter as did the trial court. Willard v. Mayor and Aldermen of City of Vicksburg, 571 So.2d 972 (Miss.1990); Young v. Jackson, 572 So.2d 378, 384 (Miss.1990); Moore Memorial United Methodist Church, 538 So.2d at 762.
Our course is not as clear as it might have been made, as the Circuit Court, for better or for worse, filed no written opinion en route to granting the City's motion, nor are we otherwise afforded a direct insight into the Court's reasons for its decision. We perforce must resort to the City's Motion for Summary Judgment to divine the Court's premises. There we find the City assigning two grounds, viz:
(1) No one was authorized by the City to enter into a binding contract with Putt for the purchase of the subject property.
(2) There was no written memorandum of...
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