Rel: March 21, 2025
Notice: This opinion is subject to formal revision before publication in the advance sheets of Southern Reporter. Readers are requested to notify the Reporter of Decisions, Alabama Appellate Courts, 300 Dexter Avenue, Montgomery, Alabama 36104-3741 ((334) 229-0650), of any typographical or other errors, in order that corrections may be made before the opinion is published in Southern Reporter.
ALABAMA COURT OF CIVIL APPEALS OCTOBER TERM, 2024-2025 _________________________
CL-2024-0277 _________________________
Felicia Thrift and Jeffery Landrum
v.
Charles Sparks
Appeal from Clay Circuit Court (CV-22-900048)
HANSON, Judge.
Felicia Thrift, the current owner of a fee-simple interest in a
particular parcel of real property in the town of Cragford in Clay County,
and Jeffery Landrum, the previous owner of that interest (collectively
"the grantees"), appeal from a judgment entered by the Clay Circuit CL-2024-0277
Court ("the trial court") that, among other things, declared that the deed
conveying the property to Landrum should be reformed to include a life
estate in favor of Landrum's grantor, Charles Sparks ("the grantor"), and
determined that the grantor was entitled to other relief. We affirm in
part, reverse in part, and remand.
In September 2022, the grantor initiated a civil action in the trial
court naming the grantees as defendants; in his complaint, the grantor
alleged that, although he had contracted to transfer the subject real
property to Landrum for a total price of $200,000, the parties had entered
into a contemporaneous written agreement ("the agreement") that
contained a number of terms relating to aspects of the property and to
the personalty located thereon. A copy of the agreement, identifying the
grantor as "Seller" and Landrum as "Buyer," was attached as an exhibit
to the grantor's complaint, revealing the following pertinent provisions:
"1. Seller to Retain Possession of Residence. For the remainder of his lifetime, Seller shall have the right occupy [sic] the residence located on said real property for so long as he continues to use the same as his primary residence. Should Seller be required for any health-related reason to temporarily vacate the residence, Buyer shall take possession of the residence for purposes of maintenance and repair until such time as Seller shall return to full occupancy. Should Seller cease to use the residence as his primary residence for any other reason, his occupancy right shall terminate. The
2 CL-2024-0277
possessory right granted herein is personal to Seller and shall not be transferred by him to any other person or entity. Upon the termination of Seller's possessory right for any reason, including the death of Seller, the right of possession shall vest immediately in Buyer and no other person shall have any right to enter the residence without Buyer's consent.
"….
"4. Cottage at Alabama Gold Camp. The parties agree that Seller shall the [sic] exclusive personal right to use the cottage located at the Alabama Gold Camp for so long as he desires, PROVIDED THAT Buyer [sic] shall, at his expense, furnish propane gas and Direct TV for the cottage for so long as he uses the same. Buyer shall, at his expense, furnish power and water to the cottage. The right to use the cottage is for Seller's personal use and shall not be assigned by him to any other person or entity.
"5. Buyer's [sic] Furniture, Tools, Appliances, and Personal Effects. A list of all items of furniture, tools and equipment, appliances, and other personal effects belonging to and retained by Seller is attached hereto as Schedule 1 and is incorporated herein by reference. The parties acknowledge and agree that all items included on Schedule 1 are and shall remain the property of Seller regardless of where they may be located. Buyer shall be notified in writing by Seller of any items on Schedule 1 which are removed from the property or otherwise disposed of during Seller's lifetime, to be indicated in the spaces provided by each listed item shown on Schedule 1. Buyer agrees that he shall make any items listed on Schedule 1 remaining on the property after the death of Seller available, by appointment, to the personal representative of Seller's estate for a period of thirty (30) days after the personal representative has received letters of administration/testamentary authorizing the personal representative to act on behalf of the estate. It is the intention of the parties that all items of personal property currently
3 CL-2024-0277
located on the property and in any building which are not listed on Schedule 1, including, but not limited to, appliances, furniture, household goods, mowers, and utensils shall remain with the property and are part of the property which is being conveyed to Buyer.
"6. Agreement to Survive. This agreement shall survive the closing of the contemplated real estate transaction and shall be enforceable in accordance with its terms by either party at all times.
"7. Binding Effect; Governing Law. This contract shall be binding upon and inure to the benefit of Seller and Buyer and their respective successors, heirs, administrators, executors and assigns. This contract shall be construed according to the law of the State of Alabama and the rights, remedies, privileges and powers granted to the parties hereunder shall be deemed cumulative and in addition to those granted by law."
The record on appeal further reveals that, on the same day that the
grantor and Landrum executed the agreement, the grantor conveyed fee-
simple title to the subject real property via a warranty deed in which the
grantor "covenant[ed] … that [he was] lawfully seized in fee simple of
said promises" and that "they are free from all encumbrances." In turn,
Landrum gifted to Thrift his interest in the subject real property in
March 2018.
The grantor alleged in his complaint that, following Landrum's
conveyance of the subject real property to Thrift, the grantees had
4 CL-2024-0277
interfered with the grantor's rights as to the subject real property and
had sought to evict him from the property. The grantor sought both
damages and equitable relief from the trial court based upon the alleged
conduct of the grantees, who answered the complaint and asserted a
counterclaim asserting, among other things, that the "revocable license"
of the grantor to occupy the residence on the subject real property had
been "terminated" and that the grantor had converted personalty owned
by the grantees. After an ore tenus proceeding, at which all parties
testified, the trial court entered a judgment declaring that the grantor,
by virtue of the agreement, "holds a valid and enforceable life estate in
the subject property," including the "the home, yard, carport, garage,
workshop, and garden" thereon; directed that the deed executed by the
grantor be reformed to expressly recognize that life estate and that Thrift
"execute a life estate deed" to the grantor; denied relief as to the grantees'
counterclaims; and found in favor of the grantor as to a breach-of-contract
claim as to the Alabama Gold Camp cottage, awarding damages of
$13,260. After their postjudgment motion to alter, amend, or vacate the
judgment had been denied in part, the grantees, through new counsel,
5 CL-2024-0277
appealed to this court and posted a supersedeas bond so as to suspend
the operation of the judgment pending their appeal.
The grantees set forth four issues in their brief, but they essentially
challenge two aspects of the judgment under review: (1) the trial court's
determination that the agreement had operated to reserve a life estate in
the real property at issue so as to warrant the remedy of reformation, and
(2) the award of damages as to the Alabama Gold Camp cottage. The
grantees state, and the grantor does not dispute, that the applicable
standard of appellate review is that set forth in Rearick v. Sieving, 103
So. 3d 815, 818-19 (Ala. Civ. App. 2012), which quotes Kellis v. Estate of
Schnatz, 983 So. 2d 408, 412 (Ala. Civ. App. 2007), for the following
pertinent principles: (1) a presumption of correctness exists as to the trial
court's express and implied findings on issues of fact and its judgment
based on those findings will not be disturbed unless it is clearly
erroneous, without supporting evidence, manifestly unjust, or against the
great weight of the evidence; and (2) the trial court's resolution of legal
questions is not due deference by a reviewing court.
We are guided by Rearick in our evaluation of the issues raised
regarding the precise nature of the grantor's residual interest in the
6 CL-2024-0277
subject real property because of the striking factual and legal parallels
that this case presents. In Rearick, a trial court heard evidence that the
occupant of a mobile home located on a parcel of real property had acted
on her daughter's behalf to sell that parcel to two owners of adjacent
property for $50,000, but that the seller and the buyers had immediately
then entered into a collateral agreement under which the seller would
have the right " 'to live in the present residence on the … property for the
rest of her natural life' " and that the seller would have the obligation to
maintain the residence " 'in its current condition,' " 103 So. 3d at 817; the
seller unsuccessfully contended that the collateral agreement had
reserved in her a life estate as to the parcel at issue, whereas the buyers
posited (and the trial court agreed) that the collateral agreement
amounted to nothing more than a license conferring upon the seller a
personal privilege to continue occupying the residence on the property
that could be revoked by the buyers. The trial court in Rearick heard
testimony not only from the parties but also from the attorney who had
drafted the collateral agreement, who had acted as the closing agent for
the real-estate transaction, and who testified that not only had no party
requested that she draft a document reserving a life estate, but also that
7 CL-2024-0277
she had "specifically intended to draft the [collateral] agreement in such
a manner that it would not be interpreted as creating a life estate." 103
So. 3d at 818.
In affirming the trial court's judgment, this court noted that the
collateral agreement contained terminology both consistent with an
intent to create a life estate (i.e., the reference to the " 'rest of [the seller's]
natural life' ") and with an intent to afford the seller a license (i.e., a
reference to " '[w]e … do hereby agree to allow' " the seller to live in the
residence on the property), 103 So. 3d at 819, and we rejected the
proposition that the trial court in that case could not consider the
circumstances attending the collateral agreement's execution and the
subsequent acts of the parties in interpreting the agreement, 103 So. 3d
at 821. This court ultimately concluded that "the language in the
[collateral] agreement, when taken as a whole, indicate[d] that the
[buyers] intended to permit [the seller] to continue living in the mobile
home [on the parcel], not to convey to her a life estate in the property,"
and we further observed that there was no consideration given or
received in connection with the agreement such that the buyers could
properly be considered as having "undone" a bargain. 103 So. 3d at 821-
8 CL-2024-0277
22. We thus concluded that the trial court's judgment in Rearick was
correct.
To be sure, Rearick does not constitute a perfect analogy. The most
notable difference between the procedural posture of this case and that
of Rearick is that the party that conveyed the fee-simple interest in this
case, unlike the seller in Rearick, prevailed at trial. Moreover, the trial
court in this case did not hear testimony from the drafter of the
agreement, but it did hear evidence tending to show that the grantor had
agreed to convey the subject real property to Landrum for less than its
market value (i.e., for $200,000 instead of $280,000-$300,000, which was
the range of valuations for the property as of the date of its conveyance
to Landrum given by a real-estate appraiser and by the grantor himself)
in consideration for the continued right to occupy the residence on the
property. Nonetheless, the language utilized by Landrum's drafting
agent is telling: the grantor is afforded in the agreement a personal "right
[to] occupy the residence located on" the subject property, one that
expressly "terminate[s]" if he "cease[s] to use the residence as his primary
residence for any … reason" other than because of health concerns during
his lifetime and that cannot "be transferred by him to any other person
9 CL-2024-0277
or entity." As we noted in Rearick, such language in a collateral
agreement that permissively allows one to continue to occupy a residence
on property that has been conveyed by deed to another in fee simple
without any reference to the occupier's interest "is indicative of" a license
rather than an interest in the underlying property itself. See 103 So. 3d
at 821. That language is further consistent with Landrum's trial
testimony to the effect that he "was going to let [the grantor] live in the
house until he passed away" because Landrum had no present "intent to
use the house"; Landrum testified that he had anticipated that Thrift,
whom he identified as his long-term romantic partner, would use the
residence after his own death. The grantor, for his part, testified that he
and Landrum had reached an understanding that the grantor "could live
there for the rest of [his] life … [u]ntil [he] wanted to move" and that he
would not have agreed to sell the property without the ability to live there
under those terms; however, he admitted that he "didn't read all the
stuff" that Landrum's attorney had prepared to memorialize the
transaction and denied that he "want[ed] to control the property that
[Landrum] owns," but instead wanted "to live in the house and the yard
and the barn that [the grantor] use[d] every day."
10 CL-2024-0277
Alabama's statute codifying the reformation of real-property
conveyances, Ala. Code 1975, § 35-4-153, predicates the availability of
reformation upon a showing of "fraud, or a mutual mistake of the parties,
or a mistake of one party which the other at the time knew or suspected."
Under that statute, " 'the party seeking reformation' " -- that is, the
grantor in this case -- " 'must produce clear, convincing, and satisfactory
evidence that the deed does not express the true intentions of the parties
at the time the instrument was created' … [and] 'clear, convincing, and
satisfactory evidence of what the parties actually intended the writing to
express.' " Regions Bank v. Dean, 29 So. 3d 201, 205 (Ala. Civ. App. 2009)
(quoting Fadalla v. Fadalla, 929 So. 2d 429, 434-35 (Ala. 2005)).
Conversely, "[t]he trial court cannot make the instrument express a new
contract for the parties." Beasley v. Mellon Fin. Servs. Corp., 569 So. 2d
389, 393 (Ala. 1990).
The most evidence in support of reformation that the grantor
showed in this case is that the deed conveying the real property in
question to Landrum did not separately include language memorializing
his contractual right to continuously occupy the residence on the property
until either his death or his voluntary departure from the residence for
11 CL-2024-0277
nonmedical reasons. That right, however, is not congruent with a
reservation of a life estate, which is, under Alabama law, a marketable
interest in land that is ordinarily conveyable to third persons (see
Thrasher v. Thrasher, 169 So. 3d 1043, 1045 (Ala. Civ. App. 2014)) in a
manner wholly inconsistent with the parties' purely personal agreement
in this case (which limits the reserved occupancy right to the grantor only
and extinguishes it in the event of an attempted conveyance or a
voluntary departure by the grantor from the residence). There is no
evidence that the inclusion in the deed from the grantor of the habendum
clause conveying the property "in fee simple forever" was the product of
fraud or mistake at the time of the execution of the deed so as to be within
the scope of § 35-4-153. See Miller v. Davis, 423 So. 2d 1354, 1356-57
(Ala. 1982) (affirming judgment declining to cancel or reform deed that
grantor had not read before signing; no evidence was presented that the
intent of grantee was contrary to what the deed reflected or that grantee
had otherwise acted inequitably).
It is apparent from the parties' testimony that the amicable
relations between the grantor and Landrum that impelled Landrum to
agree in 2017 to the grantor's continued occupation of the residence on
12 CL-2024-0277
the subject property deteriorated in the years following the conveyance
of the property to Landrum and that the grantees have apparently taken
steps to terminate the grantor's occupancy right for reasons other than
those stated in the agreement. 1 However, those subsequent events do
not authorize amending the grantor's deed to Landrum to include a new
life estate for the benefit of the grantor. See Beasley, 569 So. 2d at 393.
To the extent that the trial court's judgment declared that the grantor
was entitled to a life estate with respect to any part of the real property
at issue, we reverse that judgment.
The sole remaining issue raised by the grantees concerns the
damages award ($13,260) with respect to the Alabama Gold Camp
cottage. As we have stated, the contract between the grantor and
1We do not reach the question whether the trial court should have,
instead of determining that the grantor should have been conveyed a life estate, concluded (as the grantor insists on appeal) that the grantor's contractual right to occupy the residence amounted to an irrevocable license by virtue of his purportedly having accepted a below-market price for conveying the real property. See Municipal Workers Comp. Fund, Inc. v. Morgan Keegan & Co., 190 So. 3d 895, 925 (Ala. 2015) (Murdock, J., concurring specially) (a judgment may not properly be affirmed by an appellate court upon "some alternative ground presented to, but not decided by, the trial court" unless it involves a pure question of law or some question of fact that can be decided in an appellee's favor as a matter of law consistent with due process). 13 CL-2024-0277
Landrum provided that the grantor was to have the "exclusive personal
right to use the cottage located at the Alabama Gold Camp for so long as
he desires" (emphasis added), along with setting forth additional terms
governing the furnishing of propane, satellite-television service,
electricity, and water to that cottage and addressing the nonassignability
of the grantor's right. The grantor stated at trial that Landrum had once
paid the grantor $85 when Landrum's agent had stayed overnight at the
cottage at the Alabama Gold Camp with the grantor's permission; he
further testified that Landrum had stated "I want you out of here" in July
2021 as the grantor was leaving that cottage and that Landrum had
directed the grantor to remove his personal effects from the cottage and
not to return (an event that would have occurred no later than 107 weeks
before that testimony was given at trial in August 2023). Additional
testimony from the grantor indicated that he had previously used the
cottage at least 2 times per week, which would yield a mathematical
product of $18,190 ($85 rental times 107 weeks times a minimum of 2
visits per week), but Thrift testified that the grantor had not actually
stayed at the cottage overnight (as Landrum's agent had). Furthermore,
and the trial judge stated at the hearing on the postjudgment motion that
14 CL-2024-0277
he had utilized a "lower end" amount in determining the damages to be
awarded for the denial of the grantor's use of the cottage. Given the
principle that "[t]he ordinary measure of damages awarded in actions for
breach of contract is an amount sufficient to return the plaintiff to the
position he would have occupied had the breach not occurred," Aldridge
v. Dolbeer, 567 So. 2d 1267, 1269 (Ala. 1990), and the grantor's
presentation of evidence tending to show his having been excluded from
his customary usage of the cottage on the Alabama Gold Camp property
in contravention of the terms of the agreement, we cannot conclude that
the trial court acted outside its discretion in its award of damages as to
that breach.
Based upon the foregoing facts and authorities, the trial court's
judgment is affirmed except insofar as that judgment determined that
the grantor is entitled to a life estate upon the real property at issue and
reformed the deed from the grantor to Landrum to that effect. The cause
is remanded for further proceedings consistent with this opinion.
AFFIRMED IN PART; REVERSED IN PART; AND REMANDED.
Moore, P.J., and Edwards, Fridy, and Lewis, JJ., concur.