Zanetti v. Zanetti
| Decision Date | 29 October 1984 |
| Docket Number | No. 83-170,83-170 |
| Citation | 689 P.2d 1116 |
| Parties | Terry M. ZANETTI, Appellant (Defendant), v. Pete ZANETTI, Donna J. Zanetti, James F. Zelenka, Peter A. Zanetti, a/k/a Pete A. Zanetti, Jr., and Edwin V. Magagna, Appellees (Plaintiffs), William M. Zanetti, Appellee (Defendant). |
| Court | Wyoming Supreme Court |
Joe R. Wilmetti, Casper, for appellant (defendant).
John W. James of James & James, Rock Springs, for appellees (plaintiffs).
Before ROONEY, C.J., and THOMAS, ROSE, BROWN and CARDINE, JJ.
Plaintiffs-appellees--the elder Pete Zanetti, his second wife, Donna, and Peter A. Zanetti, Jr., together with James F. Zelenka and Edwin Magagna--sued Pete Senior's sons, Terry and William Zanetti, for alleged breach of an oral agreement to sell their interests in a joint venture, in which action they sought specific performance, damages and partitioning of certain joint-venture property. 1 Peter A. Zanetti, in turn, sought affirmative relief from his father on another alleged contract for the purchase of his (Peter's) interest in the joint venture. Pete Senior denied that he was obligated to his son Peter upon any enforceable contract to purchase his son's interest in the venture.
Terry and William denied liability under any agreement with their father on the ground that he, as manager and overseer of the joint-venture properties, was attempting to defraud and cheat them and it was for this reason that they refused to go through with an agreement to sell their interests in the joint venture.
In addition to the above disputes, the contractor and the engineer who had been hired to aid in the development of the joint-venture property filed separate suits for their expenses and services. In all, three actions were filed and consolidated for trial and appeal.
In 1974, Pete Zanetti, father of Terry, William and Peter A. Zanetti, acquired a one-half section of land in Sweetwater County with a view to a quick resale to Texasgulf, Inc. So that his friends Magagna, Zelenka and G. Gordon James, a trailer-sales business person, could share in the venture, Pete invited them and his sons to participate--and they all accepted and entered into a written joint-venture agreement. The initial capital investment of each of the adventurers was $6,400, of which Pete loaned son Peter $5,924.81 and son William $4,669.43. The relevant provisions of the agreement provide:
The sale to Texasgulf did not materialize, but Pete settled this sales agreement on a basis that was beneficial to the venture in that the settlement figure was nearly sufficient to pay the remaining balance due on the Purple Sage property. When Texasgulf refused to go through with the purchase of the Purple Sage property, Pete, who all adventurers agreed would be the managing partner, had trouble disposing of the property, mostly because of the unavailability of water. In an effort to improve its saleability, Pete undertook to drill water wells on an adjoining piece of land owned by Pete Zanetti. The brothers at first objected to contributing to the costs of the water wells because they were not drilled on the venture's property and for the further reason that the costs were too high, but the record discloses that they ultimately paid their share of these costs. The brothers admonished their father not to drill more wells, but he did it anyway and some of the wells produced water.
In behalf of his further efforts to subdivide and sell the property, Pete Zanetti contracted for substantial development and engineering work. However, he first bought out G. Gordon James, whose interest had been divided by transferring one-half to Herman Franks. Pete paid for the James interest out of venture funds, and the Franks interest from his personal moneys, with the entire interest being held by him personally. The evidence revealed that it was necessary to acquire the James and Franks interests before development financing would be made available.
After a meeting with the other members of the venture and in pursuit of his development plans, it was Pete Senior's understanding that he had an oral commitment from all of them that they would sell their various interests in the venture to him. The elder Zanetti offered to buy out the remaining interest holders by paying into the venture $3,500 per acre for 136 acres, with an option to pay $7,000 per acre for the remaining 173 acres--a price substantially in excess of the amount that each had contributed to the enterprise.
With the understanding that he had an agreement to acquire all of the outstanding venture interests, Pete went ahead with the development project, and in the course of doing this, he incurred substantial expense. When the brothers learned about this development activity, they were reluctant to sell--particularly was this so in the case of Terry Zanetti, who had bought from and paid the venture for 11 acres but had not received a deed for the property. Terry was also critical of the fact that the venture had bought and paid for the interest of G. Gordon James with venture funds, while Pete Senior retained title to this interest with the announced intention of conveying it to his second wife, stepmother of the Zanetti sons.
Because of these difficulties, the interest owners met a second time, and Pete presented a revised contract for purchase. At this meeting, Terry was presented a deed to the 11 acres which were in controversy and Pete offered to purchase 136 acres for $3,500 per acre with the remaining 173 acres to remain the property of the venture.
The testimony reveals that William and Terry were still not satisfied. They learned that the elder Zanetti was proceeding with the development in his name and not in the name of the venture--they believed that their father was misleading them as to the cost and potential profits of the project and that he had an opportunity to sell the property to Comfort Housing at a price which was not being disclosed to the other participants. In his Findings of Facts and Conclusions of Law, the trial judge summed up the position of the appellant in this manner:
"The clear implication of the testimony was that the two (2) sons believed Pete Zanetti was attempting to defraud or cheat them out of a large profit."
Pete represented to his sons during the buy-and-sell negotiations and at the trial that he never had any legitimate offer of sale from Comfort Housing or any other potential purchaser at any time prior to the trial of this case. In consequence of all this, no sale of the adventurers' interest was consummated with the senior Zanetti who by then had paid out $666,424 for the development of the Purple Sage properties. Pete therefore caused the work on the project to come to a stop and commenced the action that brings on this appeal.
The court held generally in favor of the appellees and against the appellant in that it
1. partitioned the adventure property;
2. recognized and ordered enforced the terms of the joint-venture agreement;
3. found that there was no enforceable contract requiring Pete Senior to purchase the separate interest of his son Peter A. Zanetti in the venture;
4. held that the elder Zanetti was not guilty of fraud or mismanagement;
5. found against the contention of the elder Zanetti to the effect that there was an enforceable contract for the sale of the adventurers' interest in the venture to him; and
6. ordered that payment of liabilities and distribution be made under the terms of the venture agreement. Further, the court ordered that water-well, road and all other costs and financial obligations be assigned as...
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