Withers v. City Of Lake Saint Louis
| Decision Date | 21 September 2010 |
| Docket Number | No. ED 94249.,ED 94249. |
| Citation | 318 S.W.3d 256 |
| Parties | Floyd WITHERS, Appellant,v.CITY OF LAKE SAINT LOUIS, Respondent. |
| Court | Missouri Court of Appeals |
COPYRIGHT MATERIAL OMITTED
Alan G. Kimbrell, Ballwin, MO, for Appellant.
Jay A. Summerville, Jeffrey L. Schultz, St. Louis, MO, for Respondent.
Floyd Withers (hereinafter, “Withers”) appeals the trial court's grant of summary judgment in favor of the City of Lake Saint Louis (hereinafter, “the City”). The dispute centers around language contained in a settlement agreement (hereinafter, “the Stipulation”) regarding which municipal ordinances govern property held by Withers' corporation, Lakeside Plaza, Inc. (hereinafter, “LPI”). Withers raises six points on appeal claiming the trial court erred in entering summary judgment in the City's favor as a matter of law. We affirm in part, and reverse and remand in part.
All of Withers' points on appeal challenge the trial court's grant of summary judgment in the City's favor. It is well-settled that when considering an appeal from a grant of summary judgment, we review the record in the light most favorable to the nonmovant, assuming all properly pleaded facts and supporting inferences raised by the nonmovant are true. Reed v. Am. Standard Ins. Co. of Wisconsin, 231 S.W.3d 851, 852 (Mo.App. W.D.2007). Our review is essentially de novo. ITT Commercial Fin. v. Mid-America Marine, 854 S.W.2d 371, 376 (Mo. banc 1993). The criteria on appeal for testing the propriety of summary judgment are no different from those employed by the trial court to determine the propriety of sustaining the motion initially. Id. The burden of proof required of a summary judgment movant is to establish a legal right to judgment flowing from facts about which there is no genuine dispute. Id. at 378.
A “defending” party may establish a right to summary judgment by showing: (1) facts negating any one of the claimant's elements; (2) the nonmovant has not been able to produce, or will not be able to produce, evidence sufficient to allow the trier of fact to find the existence of any of the claimant's elements; or (3) there is no genuine dispute as to the existence of facts necessary to support the movant's properly pleaded affirmative defense. Id. at 381. The nonmovant must show by affidavits, depositions, answers to interrogatories, or admissions on file that one or more of the material facts shown by the movant to be without any genuine dispute is, in fact, genuinely disputed. Id. A “genuine issue” exists where the record contains competent materials that establish a plausible, but contradictory, version of the movant's essential facts. Id. at 382.
The facts in the light most favorable to Withers, the nonmoving party, are as follows: In December 1986, the City filed a petition for declaratory judgment requesting authorization to annex property Withers owned in an unincorporated area of St. Charles County. Withers opposed the annexation, and the parties entered into negotiations to settle the lawsuit. During these negotiations, Withers met with Ron Nelson, the City's Administrator, Edward Hajek, the City's Mayor, and Lou Czech, the City's Attorney (hereinafter and collectively, “the City officials”). Withers told the City officials he would not agree to annexation unless he would be able to develop and operate his property under the same rules and regulations he was operating under in St. Charles County. The City officials assured Withers this would happen if he agreed to annexation.
After nine months of negotiations, the parties entered into the Stipulation on September 8, 1987, consenting to the annexation of the property. Paragraph 2 of the Stipulation states: “After annexation by the City of [Withers'] property, [Withers] is allowed to continue development of his property as approved by St. Charles County as per plans attached hereto and marked Exhibit B.” The Stipulation further states: (1) Withers may use existing off-premise signage without application; (2) the property may have a resident business manager occupy the premises provided there is compliance with the building codes pertaining to occupancy; (3) the property shall be zoned highway commercial; and (4) Withers may erect a building within ten feet of the west property line. The Stipulation is binding upon all heirs, successors, assigns, and runs with the land. On November 3, 1987, the trial court entered its decree of declaratory judgment, recognizing the terms of the Stipulation and authorizing the City to annex Withers' property.
In 1989, ownership of the property was transferred from Withers to LPI, which is the current owner of the property. After annexation, neither Withers nor his tenants were charged with violating any City ordinance, code, rule, or regulation until 2006; however, the City claims code violations exist as far back as 2003. Withers asserts these violations only occurred because the City officials were no longer in office to uphold the terms of the Stipulation.
After receiving several notices of ordinance violations, Withers filed a three count petition against the City on November 10, 2008. Count I sought to enjoin the City from enforcing its codes and ordinances against Withers' operation of his business pursuant to the terms of the Stipulation. Count II sought a mandatory injunction ordering the City to de-annex Withers' property. Count III alleged the City intentionally interfered with Withers' contractual relations with his tenants causing him damages. The City filed its answer and raised affirmative defenses. At some point thereafter, Withers dismissed Count III of his petition.
The City subsequently moved for summary judgment. In its motion, the City claimed it was entitled to judgment as a matter of law because Withers did not own the property. Even assuming arguendo that Withers had standing to assert the claims on behalf of the property, the City argued the Stipulation permitted it to enforce its codes and ordinances against the property. Finally, the City argued there was no written contract pursuant to Section 432.070 RSMo (2000) 1 entitling Withers to have his property de-annexed.
Withers filed a response, raising several arguments and putting forth a statement of controverted facts that he argued created genuine issues of material fact. Withers also filed a motion to substitute LPI as the party plaintiff in a proposed first amended petition. The amended petition, which was attached to the motion, averred LPI was a corporation that owned the property and Withers was LPI's owner. The trial court granted Withers' motion to substitute LPI as the party plaintiff, and LPI adopted as its own the responses and briefs filed by Withers with respect to the motion for summary judgment.
The trial court granted the City's motion for summary judgment, finding the clear and unambiguous language of the Stipulation permitted the City to enforce its ordinances, codes, rules, and regulations on the property. The trial court rejected LPI's request for de-annexation, finding the alleged oral promise was void because it was not in writing as required by Section 432.070. LPI filed a motion for reconsideration, and attached partial trial transcripts wherein the City officials testified about the negotiations and the meaning of Paragraph 2 in the Stipulation.2 On January 7, 2010, the trial court denied LPI's motion in its final judgment. Withers appeals. 3
In points one, three, and four, Withers asserts extrinsic evidence creates genuine issues of material fact with respect to Count I of his petition as it relates to the terms of the Stipulation. We will address these points together. At the heart of these points is Withers' allegation that the City officials made oral representations to him during the settlement negotiations which induced him to agree to annex his property to the City. Specifically, Withers claims the City officials promised him he would be able to develop and operate his property under the same rules and regulations he was operating under in St. Charles County in exchange for annexation. Withers alleges he was told by the City that the language contained in Paragraph 2 of the Stipulation encompassed this representation. However, these representations are not expressly written into the Stipulation. Withers argues the Stipulation lacks a fundamental assumption upon which it was written. Alternatively, Withers claims the Stipulation is either patently or latently ambiguous in light of the uncontroverted oral representations made by the City officials regarding the meaning of Paragraph 2.
Settlement agreements are governed by principles of contract law, and therefore, the rules of contract construction apply to their interpretation. TAP Pharmaceutical Prods. Inc. v. State Bd. of Pharmacy, 238 S.W.3d 140, 143 (Mo. banc 2007); In re Marriage of Lueken, 267 S.W.3d 800, 803 (Mo.App. E.D.2008). The law presumes the contract is the final memorial of the parties' agreement, and it incorporates all prior and contemporaneous agreements. Frisella v. RVB Corp., 979 S.W.2d 474, 477 (Mo.App. E.D.1998). We first examine the plain language of the agreement to determine whether it clearly addresses the issue at hand. TAP Pharmaceutical Products, supra. If the language is clear and unambiguous, the inquiry ends. Id. “However, if the language is not clear, the court turns to other tools of construction in an attempt to determine the intent of the parties.” Id. Whether a contract is ambiguous is a question of law that we determine without deference to the trial court's ruling. Royalty v. Royalty, 264 S.W.3d 679, 684 (Mo.App. W.D.2008). “Parol evidence may not be used to create ambiguity in an otherwise unambiguous contract or to show that an obligation is other than that expressed in the written agreement.”...
To continue reading
Request your trial
-
Rail Switching Servs., Inc. v. Marquis-Missouri Terminal, LLC
...in writing or there must be written authorization given to the municipal corporation's agent. See Withers v. City of Lake St. Louis, 318 S.W.3d 256, 263-264 (Mo. App. E.D. 2010). Although the statute does not specifically define "other municipal corporations," it need not do so when the mea......
-
Bon Secours Health Sys., Inc. v. Express Scripts, Inc.
...S.W.3d 140, 143 (Mo. 2007) (en banc) (citing Andes v. Albano, 853 S.W.2d 936, 941 (Mo. 1993) (en banc)); see Withers v. City of Lake St. Louis, 318 S.W.3d 256, 261 (Mo.Ct.App. 2010) ("We first examine the plain language of the agreement to determine whether it clearly addresses the issue at......
-
Nostrum Labs., Inc. v. Balboa Capital Corp.
...exclude proof that an alleged contract omits a fundamental assumption upon which the agreement is made." Withers v. City of Lake St. Louis, 318 S.W.3d 256, 261 (Mo. Ct. App. 2010) (citation omitted). This is perhaps because the "cardinal rule in interpretation of a contract is to ascertain ......
-
Howard Cnty. Ambulance Dist. v. City of Fayette
...to protect municipalities, not ‘parties who seek to impose obligations upon government entities.’ " Withers v. City of Lake St. Louis , 318 S.W.3d 256, 263–64 (Mo. App. E.D. 2010) (quoting Gill Constr., Inc. v. 18th & Vine Auth. , 157 S.W.3d 699, 708 (Mo. App. W.D. 2004) ). It was enacted "......