Whitt v. Godwin

• Decision Date: 18 January 1965
• Citation: 205 Va. 797,139 S.E.2d 841
• Court: Virginia Supreme Court
• Parties: H. B. WHITT v. John R. GODWIN.

Page 841

139 S.E.2d 841

205 Va. 797

H. B. WHITT v. John R. GODWIN.

Supreme Court of Appeals of Virginia.

Jan. 18, 1965.

Willard I. Walker, Richmond (Alexander W. Neal, Jr., Battle, Neal, Harris, Minor & Williams, Richmond, on brief), for plaintiff in error.

George E. Allen, Granville R. Patrick, Richmond (Allen, Allen, Allen & Allen, Richmond, on brief), for defendant in error.

Before EGGLESTON, C. J., and SPRATLEY, BUCHANAN, SNEAD, I'ANSON and CARRICO, JJ.

I'ANSON, Justice.

John R. Godwin, plaintiff, filed a motion for judgment against the defendant, H. B. Whitt, to recover for an alleged breach of contract, whereby defendant agreed to return to him $12,000 which he paid on account of the purchase price of shares of stock in Associated Motels, Inc. In his grounds of defense Whitt admitted the execution of the contract, but asserted that Godwin wrongfully prevented him from collecting $6,000 of the $12,000 which he sought from Federated Mortgagee Corp.; that he was thus excused from performance of a portion of the contract, and that his liability to Godwin was limited to $6,000.

There was a jury trial, and at the conclusion of all the evidence the trial court sustained plaintiff's motion to strike defendant's evidence and entered summary judgment for the plaintiff in the amount of $12,000. To review that judgment, a writ of error was awarded defendant.

Defendant contends that the trial court erred (1) in ruling as a matter of law that there was no evidence from which the jury could reasonably infer that the plaintiff, by refusing to sign a release required by Federated Mortgagee, had wrongfully prevented him from fulfilling a portion of his contract; and (2) in entering summary judgment for the plaintiff.

Under familar principles, the evidence must be reviewed in the light most favorable to the defendant, and he is entitled to all just and fair inferences therefrom.

Whitt was the principal stockholder in Associated Motels, Inc., which owned a tract of land located near interchange 35 on Interstate 95, between Richmond and Petersburg, in Prince George County, Virginia, upon which the corporation planned to construct a motel, to be known as Congress Inn.

On August 17, 1961, Whitt entered into a contract with Godwin whereby he agreed to sell him 248 shares of the corporation's stock for $30,000, of which $12,000 was paid by Godwin on the above date. Whitt immediately turned the $12,000 over to Federated Mortgagee Corp., with which he had been negotiating to obtain a $630,000 construction loan from the Teamsters' Union, as a standby commitment fee.

Subsequently, Whitt learned that Federated Mortgagee's business practices were under investigation for possible violations of the law, and when it became apparent to him that Federated Mortgagee could not obtain the loan, he sought, without success, a refund of a portion of his money. Federated Mortgagee had agreed that if it was unable to obtain the loan, $6,000 of the $12,000 would be retunred to Whitt and so much as remained of the additional $6,000 after deducting expenses.

On March 6, 1962, Godwin and Whitt met in the office of Roland Wells, Whitt's accountant, and discussed for some time their further relationship in the motel project. As a result of this conference, Wells, at Whitt's direction, after they had conferred with Whitt's attorney over the telephone, prepared a letter agreement which was signed by Whitt and accepted by Godwin.

The letter contract, dated March 6, 1962, referred to the agreement of August 17, 1961, and the payment of $12,000 made by Godwin on account of the purchase price of the stock in Associated Motels, Inc., which he (Whitt) used as a commitment fee for the loan to be obtained through Federated Mortgagee. It then stated that no commitment had been obtained, and that:

'* * * I [Whitt] am experiencing difficulty in obtaining a refund of the commitment fee. It may be that I will have to accept less than the Twelve Thousand dollars ($12,000), but in consideration of you [Godwin] giving up any right to the two hundred and forty eight shares of Associated Motels, Inc., which you acquired under paragraph 5 of my letter of August 17, 1961, I agree to pay to you, upon receipt, all the money which I can recover from Federated Mortgagee, Inc., which I paid the Twelve Thousand dollars to and I will further agree to pay you any difference between the amount which I am able to recover and the Twelve Thousand dollars, on or before six months from the date of this letter.'

Whitt testified, without objection, that before the contract was reduced to writing he told Godwin that Federated Mortgagee had agreed to refund $6,000 'and a part of the other $6,000'; that it was agreed that they would have to sign a release discharging Federated Mortgagee from further liability to obtain any part of the $12,000, and that the release would be placed with Lawyers Title Insurance Corporation, to be delivered to Federated Mortgagee when it deposited the $6,000 with Lawyers Title as escrow agent. However, he further said that Godwin stated that 'he was not willing to sign a release, and that they (Federated Mortgagee) were swindlers.'

Whitt further testified that sometime after the agreement of March 6, 1962, was entered into, he telephoned Godwin and informed him that Federated Mortgagee had offered to return $6,000 if he (Godwin), Whitt, and Whitt's attorney would sign a release relieving it from the payment of the balance of the $12,000, and Godwin stated that he would not sign the release. He then wrote Godwin a letter requesting him to sign a release, to which he received no reply.

Wells testified that some mention was made at the conference of a release to be signed and left with Lawyers Title, but his evidence does not show that Godwin agreed to sign the release.

Godwin denied that he had ever agreed to sign a release, that Whitt had requested him to sign one, or that he had received Whitt's letter.

Whitt argues that under the terms of the written contract, and his evidence explanatory thereof, there was an implied and expressed promise that Godwin would sign the release required by Federated...