Ouachita Trek & Development Co. v. Rowe

17 S.W.3d 491, 341 Ark. 456, 2000 Ark. LEXIS 281
CourtSupreme Court of Arkansas
DecidedJune 1, 2000
Docket99-58
StatusPublished
Cited by21 cases

This text of 17 S.W.3d 491 (Ouachita Trek & Development Co. v. Rowe) is published on Counsel Stack Legal Research, covering Supreme Court of Arkansas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Ouachita Trek & Development Co. v. Rowe, 17 S.W.3d 491, 341 Ark. 456, 2000 Ark. LEXIS 281 (Ark. 2000).

Opinion

TOM Glaze, Justice.

This appeal arises from a Garland County tice. dismissal of a lawsuit between Ouachita Trek and Development Company (“OTDC”) and Lynn and Martha Rowe. The chancellor had originally granted specific performance in favor of OTDC, but after a series of attempts to close on the property failed, she dismissed OTDC’s suit. For the reasons set out herein, we affirm.

In May of 1992, OTDC and the Rowes entered into an option agreement which provided for the sale of land on Blakely Mountain in Garland County owned by the Rowes in three forty-acre tracts of land, that the Rowes had not previously sold to others. This land constituted about seventy acres of land altogether. In order to extend the length of the option agreement, OTDC purchased two additional tracts of property in those three forties on July 7, 1993, on which date the parties also entered into another purchase and option agreement. This second purchase and option agreement provided for an initial term of fifteen months and was set to expire on October. 7, 1994, unless OTDC exercised a provision contained in the agreement to extend the expiration of the agreement for another six months, or until April 7, 1995, during which time OTDC was to purchase an additional 2.3 acre tract of property. OTDC properly extended the expiration of the agreement until April 7, 1995, by purchase of the additional 2.3 acres in July of 1994.

On April 7, 1995, OTDC gave notice to the Rowes that it intended to exercise its right to purchase all of the land contained in the three forty-acre tracts which the Rowes had not previously sold. The parties proceeded toward a closing on the optioned property set for July 25, 1995, but the closing did not occur. According to the Rowes, OTDC had insisted on terms that were different from those contained in the original agreement. In October of 1995, OTDC filed suit against the Rowes in Garland County Chancery Court, seeking specific performance of the purchase and option agreement and damages suffered due to the faded July 1995 closing.

The basis of the complaint was the parties’ differing interpretations of several provisions of the purchase and option agreement, including the method by which OTDC could exercise the option, what acreage was to be included in the option, which properties were intended to be included in the provision allowing OTDC a first option to reacquire property previously sold by the Rowes subject to their right to reacquire, how a resale and release clause was to be interpreted and implemented, who had responsibility for the roads to the optioned property (and the extent of that responsibility), and other matters.

The case was tried before Garland County Chancellor Vicki Cook in October of 1997. On January 27, 1998, she issued a letter order in which she granted specific performance to OTDC; however, she awarded no damages or attorneys’ fees. OTDC prepared a precedent, which was signed by the chancellor on March 30, 1998, and entered it on that same date. Also on March 30, a closing date was set for June 1, 1998.

On April 10, 1998, the Rowes filed a motion under Rules 52(b), 59, and 60 of the Arkansas Rules of Civil Procedure to amend the precedent, asserting that the precedent prepared by OTDC contained language that was not in the chancellor’s letter order. In response, on June 15, 1998, the trial court entered an amended order, correcting the March 30 order to reflect what was contained in its original letter order.

The parties did not close on June 1, and on June 23, 1998, the Rowes filed a motion pursuant to Ark. R. Civ. P. 70, asserting that OTDC had failed to comply with the court’s orders with respect to closing and that OTDC’s cause of action should be dismissed. A hearing on the motion was held on August 21, 1998, and the chancellor ordered the parties to close on September 21, 1998, or she would grant the Rowes’ Rule 70 motion. On September 14, 1998, another hearing was held to discuss closing documents. OTDC filed a “Motion to Determine Closing Documents” on September 18, asking the court to determine that the mortgage and promissory note it submitted were the documents that best reflected the previous orders of the court; this order was never ruled on by the court.

Closing did not occur on September 21, and the Rowes entered a motion to dismiss on September 28. A hearing was held on October 12, at the close of which the trial court granted the Rowes’ motion and dismissed OTDC’s cause of action. The-same day, she granted OTDC’s motion for stay pending appeal on the condition that OTDC post a supersedeas bond. OTDC timely filed a notice of appeal, and now raises six points for reversal. Because we find that none of these points has merit, we affirm the chancellor’s dismissal of the matter; however, we do so for a reason different from the one given by the chancellor. We discuss this point further below. In addition, the Rowes filed a notice of cross-appeal, in which they assert that this court should remand the matter to the trial court for entry of judgment in the amount of the supersedeas bond which OTDC never posted.

We hear chancery cases de novo on the record, but will not reverse a finding of fact by the chancellor unless it is clearly erroneous. McKay v. McKay, 340 Ark. 171, 8 S.W.3d 525 (2000) (citing Webber v. Webber, 331 Ark. 395, 962 S.W.2d 345 (1998); Box v. Box, 312 Ark. 550, 851 S.W.2d 437 (1993)). A finding is clearly erroneous when, although there is evidence to support it, the reviewing court on the entire evidence is left with a definite and firm conviction that a mistake has been committed. Ross Explorations, Inc. v. Freedom Energy, 340 Ark. 74, 8 S.W.3d 511 (2000). The evidence on appeal, including all reasonable inferences therefrom, and the findings of fact by a judge must be reviewed in a light most favorable to the appellee. McKay, 340 Ark. at 176, 8 S.W.3d at 528 (citing Looper v. Madison Guar. Sav. & Loan Ass’n, 292 Ark. 225, 729 S.W.2d 156 (1987)).

For its first point on appeal, OTDC argues that the trial court erred in entering an amended precedent on June 15, 1998, urging that the Rowes waived all objections to the March 30 order during the hearing held on that date. In addition, OTDC asserts that the trial court lost jurisdiction to enter a new precedent when the court failed to rule on the Rowes’ April 10, 1998, motion pursuant to Rules 52, 59, and 60 within thirty days; because of this failure, OTDC contends that the Rowes’ motion was deemed denied on May 10, 1998.

The basis of the Rowes’ motion was a discrepancy between the language of the precedent prepared by OTDC and that of the letter order written by Chancellor Cook. The letter order, dated January 27, 1998, ordered the Rowes “to bring the roads to these three tracts within a reasonable level or performance on or before 90 days after the closing by taking all steps necessary for the roads to be paved and accepted by the County.” (Emphasis added.) The precedent prepared by OTDC, however, read that the Rowes had “responsibility for maintaining and improving the roads. . .

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Bluebook (online)
17 S.W.3d 491, 341 Ark. 456, 2000 Ark. LEXIS 281, Counsel Stack Legal Research, https://law.counselstack.com/opinion/ouachita-trek-development-co-v-rowe-ark-2000.