Polk v. Sexton

613 So. 2d 841, 1993 WL 22302
CourtMississippi Supreme Court
DecidedFebruary 4, 1993
Docket89-CA-186
StatusPublished
Cited by19 cases

This text of 613 So. 2d 841 (Polk v. Sexton) 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
Polk v. Sexton, 613 So. 2d 841, 1993 WL 22302 (Mich. 1993).

Opinion

613 So.2d 841 (1993)

Rudy POLK
v.
Bobbie Faye SEXTON.

No. 89-CA-186.

Supreme Court of Mississippi.

February 4, 1993.

*842 G. Milton Case, Smith & Case, Ridgeland, Steven H. Smith, Taylor Covington & Smith, Jackson, for appellant.

Alex A. Alston Jr., Patrick D. McMurtray, Alston Rutherford Tardy & Van Slyke, Robert M. Jones, Montgomery Smith-Vaniz & McGraw, Jackson, for appellee.

Before DAN M. LEE, P.J., and PITTMAN and BANKS, JJ.

PITTMAN, Justice, for the Court:

Bobbie Sexton instituted this action in the Chancery Court of Madison County against Rudy Polk seeking specific performance of an option to purchase commercial property or, in the alternative, for actual and punitive damages for breach of contract. After a trial on the merits, the lower court found that specific performance was not preferred and awarded actual damages of $61,719.47, punitive damages of $50,000.00, and attorney's fees of $5,000.00. Upon our review of the briefs and record, we order a remittitur of $30,000 of the actual damages awarded and affirm the award of punitive damages and attorney's fees contingent upon Sexton's acceptance of the remittitur.

I.

Rudy Polk constructed a two-story building at 6712 Old Canton Road in which he leased commercial space. The two-story structure contained twelve individual rental units of varying sizes and was known as the Village Square commercial property.

In February of 1986, Rudy Polk and Bobbie Sexton entered into a lease agreement for property located in the Village Square complex. The agreement stipulated that Bobbie Sexton, who intended to use her rented space for a styling salon, could make improvements to Unit Three which consisted of an unfinished, 1000 squarefoot space. Moreover, the contract provided for a monthly rental obligation of $800.00 and contained an option to purchase, during the first year of the agreement, at the stated price of $65,000.00. If the option to purchase were to be exercised, all rental payments made by Sexton would be credited towards the purchase price.

Upon executing the lease agreement of February 1986, Bobbie Sexton employed the services of a local contractor to begin making improvements to Unit Three. Contractor Gary Roberts installed sheetrock, added walls, constructed cabinets, installed electrical and plumbing fixtures, built shelves and installed mirrors. The leased unit, which began with sheetrock walls and a concrete floor, was then carpeted and wall-papered with Bobbie Sexton adding partitions, track lighting, styling chairs and furniture for use by her customers. Sexton *843 testified that she would never have made these extensive improvements if she had not intended to one day own Unit Three.

Regarding the agreement giving Sexton the option to purchase, Sexton testified that from the very beginning, she informed Rudy Polk that she would be buying Unit Three. She stated that she related her intentions to Polk at the time of the signing of the lease agreement, and then in the summer of 1986, and also in November of that year. Each time, Rudy Polk would state that the parties had plenty of time to execute the sale papers and for Sexton not to worry. Finally, in February of 1987, Polk told Bobbie Sexton that he would not be able to sell Unit Three because the bank would not allow him to do so. Sexton asked Polk which bank he was dealing with but Polk refused to disclose this information.

Rudy Polk testified regarding the above events by stating that he always intended to sell Unit Three to Bobbie Sexton. He related that upon learning that Sexton intended to exercise her option to purchase, he went to see banking representative Frank Hart at Trustmark National Bank in Jackson. According to Polk, Hart told him that Trustmark would not approve the sale of an individual unit in the Village Square complex. Hart allegedly stated that at least seventy percent of the units would have to be sold before any portion of Polk's mortgage would be reduced. Polk denied telling Bobbie Sexton that he would not sell Unit Three because the property's value had doubled.

Contradicting the testimony given by Rudy Polk was the evidence elicited from witnesses Frank Hart and Dan Farnham.

Frank Hart testified that he was the vice-president of the Real Estate department of Trustmark National Bank. He stated that in 1986, Rudy Polk came to his office and asked about establishing a condominium association for Village Square. Hart related that he gave Polk a "broad brush" summary of the requirements for such a venture and Polk, thereafter, left. Frank Hart testified that he never denied Polk's request to approve the sale of Unit Three because Polk never asked him to approve anything.

Real estate agent Dan Farnham testified that he drafted the lease agreement executed between Rudy Polk and Bobbie Sexton. He stated that in February of 1987, Polk contacted him and asked him to prepare an information sheet that he could take to the bank regarding the sale of Unit Three. Farnham stated that after reviewing the data sheet — which showed the original sale price minus the rental payments made by Sexton — Rudy Polk stated that he had made a bad business decision with regard to Unit Three and that the property was now worth "twice as much."

After considering the evidence offered by both parties, Chancellor Ray Montgomery issued his written opinion awarding the following actual damages to Bobbie Sexton:

  Rent and deposit         $19,200.00
  Additional rent          $ 1,840.00
  Out of pocket exp.       $ 7,124.13
  Moving in costs          $31,586.24
  Advertising              $ 1,449.10
  Total Actual Damages     $61,719.47

Chancellor Montgomery also found that punitive damages of $50,000.00 and attorney's fees of $5,000.00 were to be awarded in this cause.

Rudy Polk perfected this appeal.

II.

Chancellor Montgomery ruled that the lease agreement, with the option to purchase, was sufficiently definite so as to carry out the intentions of the parties and create a binding contract. This finding is consistent with general principles of contract law providing that a trial court is to give effect, if possible, to the mutual intentions of the parties to a contract. In Hicks v. Bridges, 580 So.2d 743 (Miss. 1991), this Court stated as follows:

It is a well settled principle that this Court favors a determination that an agreement is sufficiently definite, so as to carry out the reasonable intention of the parties. Busching v. Griffin, 542 *844 So.2d 860 (Miss. 1989); Jones v. McGahey, 187 So.2d 579 (Miss. 1966). In Busching, the Court said:
A contract is sufficiently definite if it contains matter which would enable the court under proper rules of construction to ascertain its terms, including consideration of the general circumstances of the parties and if necessary relevant extrinsic evidence. Having found a contract to have been made, an agreement should not be frustrated where it is possible to reach a reasonable and fair result.
Id. 542 So.2d at 863 (quoting Jones 187 So.2d at 584).

Hicks, 580 So.2d at 746.

We agree with the lower court that an enforceable contract was created between the parties in February of 1986. When this agreement was breached, the injured party was indeed entitled to recover the damages reasonably flowing from the wrongful conduct. However, we cannot agree with the quantum of actual damages awarded by the court below.

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Bluebook (online)
613 So. 2d 841, 1993 WL 22302, Counsel Stack Legal Research, https://law.counselstack.com/opinion/polk-v-sexton-miss-1993.