Wright v. Robinson
| Court | Supreme Court of Alabama |
| Writing for the Court | FAULKNER |
| Citation | 468 So.2d 94 |
| Parties | Emil F. WRIGHT, Jr. v. John A. ROBINSON III. 83-715. |
| Decision Date | 08 February 1985 |
Page 94
v.
John A. ROBINSON III.
Rehearing Denied March 29, 1985.
S. Dagnal Rowe of Cleary, Lee, Morris, Evans & Rowe, Huntsville, for appellant.
Page 95
David H. Meginniss of Hornsby, Blankenship, Robinson & Meginniss, Huntsville, for appellee.
FAULKNER, Justice.
This is an appeal from a summary judgment entered against Dr. Emil Wright, Jr., and in favor of John A. Robinson III.
Defendant Robinson, along with Ben H. Walker and James M. Dunn, Jr., was a principal stockholder and officer of RoBen, Inc. They planned a mobile home development in Auburn, Alabama, and formed a limited partnership to finance the development of the trailer park. Several investors, including the plaintiff, Dr. Wright, were sold interests in a limited partnership known as Stonegate Development, of which RoBen, Inc. was the general partner.
Dr. Wright invested $45,000.00 in Phase I of the development and received ten percent of the shares in the limited partnership. In Phase II of the development, Dr. Wright invested $5,000.00 and a letter of credit for $67,500.00. Phase II was never developed as planned, and thereafter Dr. Wright filed suit in the United States District Court for the Middle District of Alabama against RoBen, Inc. and the principal stockholders, including Robinson.
While the federal suit was pending, the parties entered into a settlement agreement. The agreement, signed on June 8, 1978, provided, inter alia, that the federal lawsuit would be dismissed, without prejudice, and, in return, RoBen and its shareholders, individually, would purchase the limited partners' interests in Phase II of Stonegate Park Ltd. (including Dr. Wright's). Paragraph 9 of the agreement also provided:
"Upon the sale of the interest of Emil Wright, Jr. in connection with Phase II of Stonegate of Auburn, but no later than November 27, 1979, parties of the second part agree to repay the said Emil Wright, Jr. the said $5,000.00 plus interest at 8% from this date, and further to cancel and return the said letter of credit for $67,500.00 described in paragraph (f) of the Whereas Clause, or upon failure of parties of the second part to pay the said $5,000.00 with interest and return said letter of credit parties of the second part agree for the Consent Judgment, attached hereto as Exhibit F, to be entered against them...."
The consent judgment, Exhibit F, is set forth in pertinent part as follows:
"PARTIES OF THE SECOND PART agree that in the event of default of the obligation as specified in paragraph 9 of the Settlement Agreement, entered into on the 8th day of June, 1978, to which this is marked as Exhibit F, they hereby irrevocably authorize Emil Wright, Jr., hereinafter referred to as PARTY OF THE FIRST PART or his legal heirs or legal representatives to designate any attorney at law to appear for PARTIES OF THE SECOND PART in any court in the State of Alabama, at any time after said default, as specified in said Settlement Agreement, and to confess a judgment as to the claims asserted in Count 4 of Civil Action No. 78-31-E now pending in the United States District Court for the Middle District of Alabama, without process or notice of any kind against PARTIES OF THE SECOND PART in favor of PARTY OF THE FIRST PART, or his legal heirs or legal representatives for the sum of $72,500.00 together with interest from date of default, costs and reasonable attorneys' fees on the above principal amount and waive and release all defenses available now or available at any later time, including but not limited to the following: Jurisdiction, lack of consideration, fraud, deceit, misrepresentation, mutuality of mistake, mistake, failure of meeting of the minds, duress, under influence, lack of capacity, unconscionability, against public police and illegality.
"PARTIES OF THE SECOND PART further waive all errors which may intervene in any such proceedings, and consent to immediate execution upon said judgment, hereby ratifying and confirming all that said attorney may do by virtue hereof. PARTIES OF THE SECOND
Page 96
PART further acknowledge that this Consent Judgment is agreed to as a part of the Settlement Agreement and upon default, as specified in said Settlement Agreement and without further notice or process said Consent Judgment may be entered with waiver of all defenses and said Consent Judgment is agreed to as a part of said Settlement Agreement with legal advice of counsel of record; provided, however, PARTY OF THE FIRST PART agrees that there will be no execution on said Consent Judgment for any amount in excess of $5,000.00, plus interest, and no action shall be taken to collect said judgment in excess of $5,000.00 plus interest, unless and until PARTY OF THE FIRST PART is actually called on and pays the contingent liability under the said letter of credit described in paragraph 9 of the Settlement Agreement. In no event shall PARTY OF THE FIRST PART collect or attempt to collect by execution or otherwise any amount of said Consent Judgment in excess of $5,000.00, plus interest, and sums actually paid by PARTY OF THE FIRST PART under the above described letter of credit. Once the said letter of credit is cancelled and returned without any funds being paid thereunder by PARTY OF THE FIRST PART, then any portion of this Consent Judgment in excess of $5,000.00, plus interest, shall be released, satisfied and discharged."Approximately two and one-half years after the settlement agreement was entered into, the RoBen shareholders notified Dr. Wright that the mortgage on the mobile home park was in arrears and that foreclosure was imminent. To prevent foreclosure, RoBen and its individual shareholders,...
To continue reading
Request your trial
-
Manderson & Associates, Inc. v. Gore, Nos. A89A1294
...presumed to have intended what is Page 256 plainly and clearly set out in the writing." Blue Cross, supra at 124; Wright v. Robinson, 468 So.2d 94, 98 (Ala.) Once the parties reduce their agreements to writing, " 'the writing--in the absence of a mistake, fraud or ambiguity--is the sole exp......
-
Home Bank of Guntersville v. Perpetual Federal Sav. and Loan Ass'n
...Control, 388 So.2d 529 (Ala.1980); Real Coal, Inc. v. Thompson Tractor Co., 379 So.2d 1249 (Ala.1980). Id. at 718." Wright v. Robinson, 468 So.2d 94, 97 (Ala.1985); see also Kemp Motor Sales, Inc. v. Lawrenz, 505 So.2d 377 We held in Day v. Merchants Nat'l Bank of Mobile, 431 So.2d 1254, 12......
-
Lawson State Community College v. First Continental Leasing Corp.
...Control, 388 So.2d 529 (Ala.1980); Real Coal, Inc. v. Thompson Tractor Co., 379 So.2d 1249 (Ala.1980).' Id. at 718." Wright v. Robinson, 468 So.2d 94, 97 (Ala.1985); Kemp Motor Sales, Inc. v. Lawrenz, 505 So.2d 377 B. The Applicable Law The parties, in their briefs, cite us primarily to the......
-
Coley By and Through Coley v. Hendrix
...Appellate review of the judgment below utilizes the same standard of testing the evidence that guided the trial court. Wright v. Robinson, 468 So.2d 94 (Ala.1985). That is, viewing all reasonable inferences from the facts most favorably to the nonmoving parties (the plaintiffs) (Cooper v. E......
-
Manderson & Associates, Inc. v. Gore, Nos. A89A1294
...presumed to have intended what is Page 256 plainly and clearly set out in the writing." Blue Cross, supra at 124; Wright v. Robinson, 468 So.2d 94, 98 (Ala.) Once the parties reduce their agreements to writing, " 'the writing--in the absence of a mistake, fraud or ambiguity--is the sole exp......
-
Home Bank of Guntersville v. Perpetual Federal Sav. and Loan Ass'n
...Control, 388 So.2d 529 (Ala.1980); Real Coal, Inc. v. Thompson Tractor Co., 379 So.2d 1249 (Ala.1980). Id. at 718." Wright v. Robinson, 468 So.2d 94, 97 (Ala.1985); see also Kemp Motor Sales, Inc. v. Lawrenz, 505 So.2d 377 We held in Day v. Merchants Nat'l Bank of Mobile, 431 So.2d 1254, 12......
-
Lawson State Community College v. First Continental Leasing Corp.
...Control, 388 So.2d 529 (Ala.1980); Real Coal, Inc. v. Thompson Tractor Co., 379 So.2d 1249 (Ala.1980).' Id. at 718." Wright v. Robinson, 468 So.2d 94, 97 (Ala.1985); Kemp Motor Sales, Inc. v. Lawrenz, 505 So.2d 377 B. The Applicable Law The parties, in their briefs, cite us primarily to the......
-
Coley By and Through Coley v. Hendrix
...Appellate review of the judgment below utilizes the same standard of testing the evidence that guided the trial court. Wright v. Robinson, 468 So.2d 94 (Ala.1985). That is, viewing all reasonable inferences from the facts most favorably to the nonmoving parties (the plaintiffs) (Cooper v. E......