Hines v. Hambrick

49 So. 2d 690, 210 Miss. 358, 1951 Miss. LEXIS 271
CourtMississippi Supreme Court
DecidedJanuary 2, 1951
DocketNo. 37729
StatusPublished
Cited by5 cases

This text of 49 So. 2d 690 (Hines v. Hambrick) is published on Counsel Stack Legal Research, covering Mississippi Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Hines v. Hambrick, 49 So. 2d 690, 210 Miss. 358, 1951 Miss. LEXIS 271 (Mich. 1951).

Opinions

Roberds, P. J.

On January 1, 1949, Mrs. Hines, by written agreement, leased to Hambrick a plantation in Tallahatchie County, Mississippi. She reserved the right to sell the property and terminate the lease and gave Hambrick the refusal to purchase it at such price as she might be offered and which she was willing to accept.

On September 9, 1949, Mrs. Hines entered into a contract with Waldrup under which she agreed to sell and he agreed to purchase the plantation on stated terms, subject to the prior purchase right of Hambrick.

On the same day, Mrs. Hines gave Hambrick notice of the price but not the terms,, which she had been offered. Negotiations were then had between Mrs. Hines and Hambrick, as hereinafter set out.

On September 24, 1949, Mrs. Hines and Hambrick entered into a written agreement terminating the lease and adjusting and settling certain disputes pertaining thereto, as a part of which Hambrick waived and released all right to purchase the plantation.

Hambrick filed the bill herein to set aside, on the ground of fraud, his settlement contract and the Waldrup purchase contract. He offered to purchase the property upon the terms set out in the Hines-Waldrup contract upon conveyance to him of title to the plantation. The chancellor sustained the prayer of the bill and Mrs. Hines and Waldrup appeal.

The appeal involves these questions:

First, did the provision in the lease giving Hambrick the preference to purchase at the “price” at which Mrs. Hines was willing to sell include the right in Hambrick to purchase on the terms Mrs. Hambrick was willing to accept?

Second, was there an obligation on Mrs. Hines to disclose to Hambrick the terms? If so, was that obligation dependent upon a demand of such terms by Hambrick, [364]*364and, if so, does the proof herein disclose he made such demand?

Third, was the settlement agreement binding upon Hambrick?'

We have concluded the settlement agreement was and is binding upon Hambrick, and, therefore, do not discuss the first two propositions except as such discussion may bear upon the third question.

We consider now the settlement agreement. Hambrick says it was procured through, fraud of Mrs. Hines. That fraud, he says, consisted in the failure of Mrs. Hines to disclose to him the terms of the Waldrup offer to purchase the plantation.

The lease was for a period of five years, beginning January 1, 1949, with right in Mrs. Hines, the lessor, to sell the plantation and terminate the lease, and with the right in Hambrick, the lessee, ‘£. . .to purchase prior to any sale to any other party, and such rights shall be at the same price at which the Lessor may receive a bona fide offer.” The Waldrup offer was for $109,000, of which $10,000 was to be paid in cash, and the balance in annual payments over a period of ten years. On the day of the Waldrup contract, attorneys for Mrs. Hines wrote Hambrick that Mrs. Hines had received an offer at the named price without disclosing the terms of payment, asking- Hambrick to give notice whether he desired to exercise his option. Hambrick asked Oarlton, one of counsel for Mrs. Hines, whether this meant all cash and Oarlton said he so understood but would find out from Mrs. Hines, who resided in Memphis, what terms, if any, she would make him. He did contact Mrs. Hines and obtained terms. He informed Hambrick of the terms. In the meantime Hambrick had engaged Breland & Whitten as his attorneys. Hambrick testified they had full authority to represent him and to negotiate for terms with Mrs. Hines. These attorneys had a number of conferences with Oarlton & Henderson, counsel for Mrs. Hines. Finally, Oarlton informed [365]*365attorneys for Hambrick that Mrs. Hines would accept $32,500 cash, the balance payable in stated annual installments over a period of five years. Included within the described land was what was termed the “separate” or “lost” forty. Apparently Mr. Hambrick did not desire to purchase that forty acres. He and his attorneys were informed this tract might be omitted from his purchase. Breland informed Hambrick of the terms, and Breland testified that ‘1 Mr. Hambrick told me, he said he thought that would be all right; he had to go and see some other people, as I recall, he was intending to take somebody else in the transaction with him. And some days later he came back and told me the party didn’t want to go into it, and that he had decided he didn’t want to buy it himself, and it was then after that that this release' was drawn in the office . . . ”. Breland also testified “Mr. Hambrick had told me he had made up his mind that he didn’t want to purchase it on those terms and at that price.” No one claims that Mrs". Hines was requested to disclose to Hambrick, or his attorneys, the terms of the Waldrup proposal. The nearest thing to such a request was this statement of Breland: “Then I went to Mr. Carlton I think, and Mr. Carlton, as I recall, said that he had the proposal by Waldrup in his office, but he wasn’t privileged to show it to me- without his client’s consent, and I agreed with him that I didn’t think he ought.” No one, not even Breland, intimated in the testimony that Mrs. Hines was requested to disclose the Waldrup terms, or that her attorneys were asked to procure her consent for them to do so. The testimony is positive no one made such request of Mrs. Hines. On the other hand, Mr. Whitten testified that they, as attorneys for Hambrick, intentionally and deliberately refrained from asking for the Waldrup' terms. They did not want to know them. They feared Hambrick could not meet them and thereby would waive his right' to purchase. They preferred to negotiate with Mrs. Hines for terms to Hambrick, which they did. It might [366]*366be added that Hambrick testified on the stand that be could and would have purchased on the Waldrup terms had he known them. Breland suggested that all questions arising’ under the lease, as well as the option of Hambrick to purchase, should be settled by agreement between the parties. The parties themselves and their attorneys met in the office of Carlton & Henderson in Sumner, Mississippi, and, after a full discussion, entered into the following agreement, prepared jointly by all the attorneys:

‘ ‘ State of Mississippi
‘ ‘ County of Tallahatchie
“This agreement made and entered into and executed iir duplicate originals on this the 24th day of September, 1949, by and between Mrs. Charlotte Hines, hereinafter called the Party of the First Part, and J. PI. Hambrick, hereinafter called the Party of the Second Part, Witnesseth:
“(1) For and in consideration of the mutual agreements, undertakings, and releases herein contained, the receipt and sufficiency of which is hereby acknowledged, the parties hereto covenant and agree as set out hereinafter.
“(2) The party of the second part releases all rights to purchase that certain property described in the contract referred to hereinafter and specifically releases all right of all kinds under paragraph 7 of said contract, that contract being1 of date January 1, 1949, between the parties hereto and of record in Deed Book 89 at pages 361-65 of the records in the office of the Chancery Clerk of Tallahatchie County, Mississippi, in the Second District, at Sumner.

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Bluebook (online)
49 So. 2d 690, 210 Miss. 358, 1951 Miss. LEXIS 271, Counsel Stack Legal Research, https://law.counselstack.com/opinion/hines-v-hambrick-miss-1951.