Bannister v. Eubanks

575 So. 2d 563, 1991 Ala. LEXIS 27, 1991 WL 26737
CourtSupreme Court of Alabama
DecidedJanuary 11, 1991
Docket89-493
StatusPublished
Cited by3 cases

This text of 575 So. 2d 563 (Bannister v. Eubanks) is published on Counsel Stack Legal Research, covering Supreme Court of Alabama primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Bannister v. Eubanks, 575 So. 2d 563, 1991 Ala. LEXIS 27, 1991 WL 26737 (Ala. 1991).

Opinion

KENNEDY, Justice.

This is an appeal from a judgment entered in favor of Elizabeth J. Eubanks by the Circuit Court of Madison County, following a nonjury trial.

Eubanks sued Glenn Engineering Company (the predecessor of Glenn Technology, Inc.) and C. Lamar Bannister, claiming breach of contract, fraud, misrepresentation, breach of fiduciary duty, and corporate waste. Glenn Engineering and Bannister generally denied all of the allegations and counterclaimed, alleging fraud in the inducement concerning a sale of stock.

Facts

This dispute arose out of an agreement between Ms. Eubanks and Mr. Bannister regarding the purchase of Ms. Eubanks’s stock in Glenn Engineering.

Glenn Engineering operated as a machine shop, manufacturing precision parts, tooling, and molds, and doing drafting design work. Ms. Eubanks owned stock in and worked for Glenn Engineering in various positions from 1975 until June 1986. Ms. Eubanks’s husband, Donald, was president of Glenn Engineering from 1974 to July 1985 and was its principal designer, toolmaker, and operations overseer. The Eubankses divorced in 1983 but continued to work together. In 1985, Ms. Eubanks became president and undertook the primary operational responsibility for Glenn Engineering, because her former husband was very ill. When she became president, Ms. Eubanks owned 52% of the outstanding stock.

In 1984, Glenn Engineering moved its headquarters to property owned by Dee Properties, a partnership consisting of Ms. Eubanks and Mr. Eubanks. Glenn Engineering paid rent to Dee Properties for the lease of the space pursuant to a year-to-year lease agreement.

Dee Properties borrowed money from Colonial Bank and, in turn, lent money to Glenn Engineering to provide operating capital. The loan was evidenced by a promissory note, executed on June 17, 1985, payable to the order of Dee Properties, or of the holder, in the amount of $160,000, plus interest at a rate of 13%. On August 16, 1985, Glenn Engineering executed another promissory note payable to Ms. Eubanks, or the holder, in the amount of $30,734.95, plus interest. The interest rate on this note was to equal the rate charged by First Alabama Bank, from which Ms. Eubanks had borrowed the $30,-734.95 to lend to Glenn Engineering. The purpose of the loan from Ms. Eubanks was also to provide operating capital.

Ms. Eubanks decided to sell her stock in Glenn Engineering because of the continuing health problems of both Ms. Eubanks and Mr. Eubanks. Their illnesses substantially interfered with their ability to manage Glenn Engineering.

Bannister alleged that Ms. Eubanks contacted him concerning a potential sale of her stock. Bannister indicated to Ms. Eu-banks that he would need to evaluate certain financial data concerning Glenn Engineering in order to determine whether to purchase the stock and, if so, at what price. Bannister alleged that he then viewed an appraisal of the machinery owned by Glenn Engineering dated April 16, 1985, and balance sheets for Glenn Engineering for the period ending December 31, 1985, and for the period ending May 31, 1986.

There were actually two financial statements for the period ending May 31, 1986. One version contained an entry for “tooling” under current assets and valued the tooling at $51,428.00. The second version contained an entry for “finished goods,” also valued at $51,428.00. “Tooling” is the equipment required to manufacture a particular product. “Finished goods” are the products that make up a company’s inventory. According to Glenn Engineering’s accountant, the machinery in question could be defined either as an asset or as inventory, depending upon the accounting classification used.

Ms. Eubanks alleges that Bannister contacted her about the possible purchase of her stock in Glenn Engineering. Ms. Eu-[565]*565banks contends that she notified Bannister of cash flow problems, a need for capital infusion, and the need for a full-time salesman. Ms. Eubanks also stated that she told Bannister to review the financial books and records and that she gave him the opportunity to do so.

Several meetings were held between Ms. Eubanks, Glenn Engineering’s accountant, and Bannister. Bannister’s own accountant reviewed the financial records and advised Bannister that the purchase was acceptable.

After several communications, Ms. Eu-banks and Bannister entered into a memorandum of intent on June 20, 1986, for the sale of Ms. Eubanks’s stock in Glenn Engineering. The “memorandum of intent” agreement included the following pertinent terms: the purchase price of Ms. Eu-banks’s shares of stock in Glenn Engineering was to be $200,000; Bannister agreed to pay the promissory note payable to Dee Properties; Glenn Engineering agreed to continue to rent the building from Dee Properties at $4,000 per month, and Ms. Eubanks agreed to step down as an officer and a director of Glenn Engineering.

On June 27, 1986, Bannister and Ms. Eubanks executed a formal stock purchase agreement. Ms. Eubanks accepted $65,000 as a down payment on the purchase of her stock. On June 30, 1986, Bannister executed a promissory note payable to Ms. Eubanks in the amount of $135,000 as the remainder of the $200,000 purchase price. No formal lease agreement concerning Glenn Engineering’s paying rent on the building belonging to Dee Properties was executed.

Glenn Engineering made payments on the $160,000 promissory note and the $30,-734.00 promissory note through February 1987. Bannister made no payments on the promissory note executed in exchange for Ms. Eubanks’s stock. Without dispute, all three promissory notes were in default. In accordance with the “memorandum of intent,” Glenn Engineering paid rent of $4,000 per month to Dee Properties for July, August, and September 1986. For six months, beginning in October 1986, Glenn Engineering paid Dee Properties a reduced rent of $3,000 per month. Dee Properties received no rent from Glenn Engineering for the months of April, May, June, July, and August 1987. Glenn Engineering vacated the building owned by Dee Properties in August 1987.

On November 15, 1989, the court entered its findings and judgment. The court found that Glenn Engineering had defaulted on the June 17, 1985, promissory note and that Dee Properties was entitled to recover $111,180.74, the balance of the indebtedness, including interest, under that note. The court also found that Glenn Engineering had defaulted on the August 16, 1985, promissory note and owed the balance of that debt, interest included, of $28,554.46, to Ms. Eubanks. The court found that Bannister had defaulted on the June 30, 1986, promissory note and owed $195,289.54, representing the balance plus accrued interest, to Ms. Eubanks. The court also awarded Ms. Eubanks attorney fees in the amount of 15% of the unpaid balance for each of the three notes. The court specifically held that Bannister was not obligated to pay rent on the building belonging to Dee Properties and was not obligated to enter into a lease agreement with Dee Properties. Also, it held that Ms. Eubanks was not entitled to recover damages for waste based on the alleged breach of a commercial lease.

I. Did the trial court err in denying Bannister’s fraud claims?

Bannister argues that the trial court erred in denying his fraud claims against Ms. Eubanks. Bannister also argues that the trial court erred in rejecting the affirmative defense of fraud in the inducement arising from the purchase of Ms. Eu-banks’s stock.

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575 So. 2d 563, 1991 Ala. LEXIS 27, 1991 WL 26737, Counsel Stack Legal Research, https://law.counselstack.com/opinion/bannister-v-eubanks-ala-1991.