Runion v. Helvestine

• Decision Date: 05 June 1998
• Docket Number: Record No. 971364.
• Citation: 501 S.E.2d 411,256 Va. 1
• Parties: Dorothy Marie RUNION, et al. v. Frank HELVESTINE, III, et al.
• Court: Virginia Supreme Court

501 S.E.2d 411

256 Va. 1

Dorothy Marie RUNION, et al. v.Frank HELVESTINE, III, et al.

Record No. 971364.

Supreme Court of Virginia.

June 5, 1998.

John S. Edwards, Roanoke, for appellants.

Edward A. Natt(Osterhoudt, Ferguson, Natt, Aheron & Agee, on brief), Roanoke, for appellee.

Charles F. Barnett, Jr., Roanoke, for appelleesFrank Helvestine, III and Eric Frank Helvestine.

No brief or argument for appelleeDorothy W. Helvestine.

Present: All the Justices.

CARRICO, Chief Justice.

In an amended bill of complaint, the plaintiffs, Dorothy Marie Runion and her husband, David L. Runion, sought to enjoin the alienation of Lots A and B, as shown on a certain plat, in which the plaintiffs claimed an interest under an oral contract whereby Dorothy W. Helvestine agreed to make a will devising the plaintiffs Lot A and an option to purchase Lot B.¹The chancellor dismissed the amended bill on demurrer, and we awarded the plaintiffs this appeal.Finding that the chancellor erred, we will reverse.

In addition to Dorothy Helvestine, the amended bill named as defendants her attorneys-in-fact, Frank Helvestine, III, and Eric Frank Helvestine, who are her son and grandson.Dorothy Runion is the grand-daughter of Dorothy Helvestine, the daughter of Frank Helvestine, III, and the sister of Eric Helvestine.

Upon the death of her husband, Frank Helvestine, Jr., in 1986, Dorothy Helvestine became the owner of a tract of land containing approximately 25 acres which includes Lots A and B.Lot A contains 1.86 acres and Dorothy Helvestine's residence, located at 5931 Cotton Hill Road, S.W., in Roanoke County.Lot B contains 2.446 acres and a frame house adjoining Lot A.

The amended bill alleged that Dorothy Helvestine"is currently not competent" and requested that a guardian ad litem be appointed to represent her.Jeffrey L. Dorsey, Esquire, was appointed to perform this function.

The amended bill also alleged as follows: After the death of Frank Helvestine, Jr., but before the incompetency of Dorothy W. Helvestine, [she] came to the Plaintiffs and requested them to move in with her at the above stated address in order to take care of her.In March, 1986, the Plaintiffs moved in with Dorothy W. Helvestine.At that time, they entered into an oral contract to make a will whereby if the Plaintiffs provided the day-to-day care for Dorothy W. Helvestine as long as possible, she would will to them the house and lot at the address above-stated.The Plaintiffs specifically relied upon these representations.Further, Defendant, Dorothy W. Helvestine, also stated that in addition to devising them the house and lot aforesaid, she would further devise to them an option to purchase a second tract of land.In furtherance of this oral contract to make a will, Dorothy W. Helvestine directed a survey to be made in April, 1991, a copy of which is attached hereto as Exhibit 2.Lot A represents the property that Dorothy W. Helvestine contracted to be devised by will to the Plaintiffs.Lot B is the property that was agreed the Plaintiffs could purchase upon the death of Dorothy W. Helvestine from her estate for the sum of $35,000.00.This $35,000.00 purchase price was agreed to in 1991 and the Plaintiffs were given first refusal as to this property upon which representations the Plaintiffs relied.

The amended bill alleged further that the plaintiffs"performed under the contract from March, 1986, to October, 1993, when Dorothy W. Helvestine became so frail and infirm because of advanced age that her care required her to be transferred to the South Roanoke Nursing Home."In addition, the amended bill alleged that "[d]espite the performance on behalf of the Plaintiffs done in reliance on the oral contract to make a will with Dorothy W. Helvestine, the Defendants, Frank Helvestine, III and Eric Helvestine, are denying that any such arrangement ever existed and ... are taking any and all steps necessary to defeat the oral contract and work a fraud upon the Plaintiffs."Finally, the amended bill alleged that Frank Helvestine, III, had entered into a contract for the sale of Lot B, as shown on Exhibit 2, to Strauss Construction Corporation(hereinafter, Strauss).²

The amended bill prayed that the plaintiffs"be granted a permanent injunction preventing the Defendants, Frank Helvestine, III, and Eric Helvestine, from alienating Lots A and B[and] that Frank Helvestine, III, and Eric Helvestine be removed as attorneys-in-fact for Dorothy Helvestine."The bill also prayed that the contract for the sale of Lot B to Strauss "be rescinded as inequitable."

Strauss was permitted to intervene, and it filed a demurrer.Frank Helvestine, III, and Eric Helvestine filed a joint demurrer.Both demurrers asserted that the amended bill failed to state a cause of action because the terms of the oral contract to make a will devising the plaintiffs an option to purchase Lot B were not clear, certain, and definite.Strauss's demurrer also asserted that the allegations relating to a right of first refusal were not clear, certain, and definite.(Strauss, Frank Helvestine, III, and Eric Helvestine will be referred to hereinafter as the defendants.)

By order, the chancellor severed all matters relating to Lot B from all other matters in the proceeding and directed the Clerk to establish a new file with respect to that lot.Thereafter, the chancellor sustained the demurrers as they related to Lot B, holding that the plaintiffs had "no enforceable property interest" in the lot.The chancellor also held that there was "no basis" for the plaintiffs to rescind the contract for the sale of Lot B to Strauss because the plaintiffs"have an adequate remedy at law for any damages they may sustain."³

The plaintiffs have assigned two errors:

1.The trial court erred in not ruling the [plaintiffs'] option to purchase Lot B for $35,000 upon [Dorothy Helvestine's] death is a contract right protectable by the courts.

2.The trial court erred in ruling [the plaintiffs] have an adequate remedy at law for damages and that injunctive relief and rescission of the Strauss real estate sales contract is not available to protect their option to purchase the land.[⁴]

Option to Purchase

The Statute of Frauds provides that "[u]nless a ... contract ... is in writing and signed by the party to be charged or his agent, no action shall be brought ... [u]pon any contract for the sale of real estate...."Code§ 11-2(6).The defendants agree, however, that an oral contract relating to land, including an oral contract to make a will and an oral option to purchase, is enforceable when there has been partial performance and certain legal requirements are met.

Those requirements are well-established.In Wright v. Pucket,63 Va. (22 Gratt.) 370(1872), this Court stated:

[T]he principles upon which courts of equity have avoided the statute of frauds, upon the ground of part performance of a parol agreement, are now as well settled as any of the acknowledged doctrines of equity jurisprudence.From the numerous decisions on the subject the following principles may be extracted and briefly stated as follows: 1st.The parol agreement relied on must be certain and definite in its terms. 2d.The acts proved in part performance must refer to, result from, or be made in pursuance of the agreement proved. 3d.The agreement must have been so far executed that a refusal of full execution would operate a fraud upon the party, and place him in a situation which does not lie in compensation.

Id. at 374;see alsoStory v. Hargrave,235 Va. 563, 570, 369 S.E.2d 669, 673(1988);Woodbridge v. Outland,212 Va. 157, 160-61, 183 S.E.2d 162, 164-65(1971);Patton v. Patton,201 Va. 705, 714-15, 112 S.E.2d 849, 856(1960);Hill v. Luck,201 Va. 586, 589-90, 112 S.E.2d 858, 860(1960);Everton v. Askew,199 Va. 778, 781-82, 102 S.E.2d 156, 158(1958);Wright v. Dudley,189 Va. 448, 455, 53 S.E.2d 29, 32(1949);Mann v. Mann,159 Va. 240, 245, 165 S.E. 522, 524(1932).

Here, the arguments of the defendants focus upon the first two of the Wright v. Pucket requirements, viz., that the oral agreement relied on must be definite in its terms and that the acts proved in part performance must refer to, result from, or be made in pursuance of the agreement proved.The defendants maintain that the plaintiffs' oral agreement relating to the devise of an option to purchase fails to satisfy either requirement.

Strauss argues that "[t]o be enforceable, the terms of an oral contract involving the conveyance of land must be clear, definite, and certain at the time the alleged agreement [is] entered into."Here, Strauss says, when the agreement to devise an option was purportedly made in 1986 it was not definite in its terms because the land to be optioned had not yet been clearly defined and the purchase price had not been determined.Strauss points out that the purchase price and the description of the property were not ascertained until 1991, five years after the agreement was entered into, and it argues that what occurred in 1991"does not make a legally unenforceable `agreement' entered into in 1986 an enforceable contract in 1991."

Frank and Eric Helvestine adopt Strauss's argument but also argue that if the option to purchase Lot B was not granted until 1991 when the description and price of the lot were ascertained, the plaintiffs"have a problem" because they had already moved in with Dorothy Helvestine and were caring for her in reliance upon her 1986 promise to devise Lot A.Therefore, their moving in could not have been in reliance upon a promise made in 1991 with respect to Lot B. Hence, Frank and Eric Helvestine conclude, "[p]art performance and reliance were already in place ... because of the 1986`agreement' as to Lot A" and "the 1991 option was without any consideration."

We disagree with the defendants.This case was decided on demurrer."A demurrer admits the truth of all material facts properly pleaded.Under...