Price v. Ala. One Credit Union

244 So. 3d 936
CourtCourt of Civil Appeals of Alabama
DecidedJune 17, 2016
Docket2141012.
StatusPublished
Cited by1 cases

This text of 244 So. 3d 936 (Price v. Ala. One Credit Union) is published on Counsel Stack Legal Research, covering Court of Civil Appeals of Alabama primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Price v. Ala. One Credit Union, 244 So. 3d 936 (Ala. Ct. App. 2016).

Opinion

DONALDSON, Judge.

Walter B. Price appeals from the judgment of the Tuscaloosa Circuit Court ("the trial court") disposing of his claims against Alabama One Credit Union ("the credit union") and William A. Lunsford. The trial court found that the claims were barred by the applicable statute of limitations. We affirm the judgment.

Facts and Procedural History

The record shows that, in 2004, Alan H. Goode, Price, Lunsford, and Lunsford's wife formed Riverfront Development, LLC ("the Riverfront company"), with the goal of developing real estate located in Tuscaloosa ("the Riverwalk property"). Goode and Price each owned a one-third interest in the Riverwalk property, and Lunsford and his wife owned the remaining one-third interest. Goode later sold his interest in the Riverwalk property to Lunsford. All of Price's claims in his complaint arise from a transaction that occurred on July 15, 2009, in which Price sold his one-third interest in the Riverwalk property.

On December 28, 2014, Price filed a complaint against the credit union, Lunsford, and several fictitiously named defendants.1 Price alleged that, based on representations and omissions made by Lunsford and the credit union, he was fraudulently induced to sell his interest in the Riverwalk property on July 15, 2009. Price specifically alleged, among other things, that Lunsford had led him to believe that Lunsford was experiencing financial hardships and that, based on those hardships, Lunsford would have to sell his interest in the Riverwalk property to an outside party, Danny R. Butler. Price alleged that he would not be able to continue the development of the Riverwalk property in Lunsford's absence and that, therefore, he agreed to sell his interest to Butler. Price alleged that, despite the representations made to him, Butler did not purchase any interest in the Riverwalk property; instead, Lunsford was the actual purchaser of Price's interest in the Riverwalk property. Price claimed Lunsford's alleged deception was done to *939divest Price of his interest in the property. Price alleged claims of fraudulent misrepresentation, fraudulent suppression of material facts, promissory fraud, breach of the duty of care, breach of the duty of loyalty, and civil conspiracy against all the defendants. Price also alleged that the credit union had participated in the deception by representing that it was loaning money to Butler to purchase Price's and Lunsford's interests in the Riverwalk property. Price asserted a claim of tortious interference with a business relationship against the credit union. Price attached exhibits to his complaint to support his allegations.

A promissory note dated August 1, 2005, which was attached as an exhibit to Price's complaint, reflects a loan from Price to Lunsford in the amount of one million dollars. Price alleged that the loan to Lunsford was for a real-estate venture unrelated to the development of the Riverwalk property and that Lunsford was in default on the loan during the period leading up to the July 15, 2009, transaction. In another exhibit attached to Price's complaint, dated in November 2008, Lunsford claimed that he was suffering from financial hardships and that he did not have the cash to repay the 2005 loan from Price. Price alleged that Lunsford pointed out that if he could not continue with the development of the Riverwalk property, Price would have to carry the full financial burden of the project. As alleged in the complaint, Lunsford represented to Price in June 2009 that Butler was interested in purchasing his and Price's interests in the Riverwalk property and that he and Price should sell the property to Butler in combination with all of their interests in the Riverfront company. E-mails attached to the complaint contain communications from Lunsford to Price stating that the credit union had approved the loan to Butler for the purchase of the Riverwalk property and that, if they failed to close by July 15, 2009, Butler would no longer participate in the purchase. Price alleged that, before the sale took place on July 15, 2009, he talked to an agent of the credit union who represented to him that the sale of the Riverwalk property had to close immediately or Butler would lose his financing to purchase the property.

Among the other exhibits, Price attached to his complaint the documentation for the closing of the sale of the Riverwalk property. The documentation shows that, on July 15, 2009, Price and Lunsford conveyed their interests in the Riverwalk property to the Riverfront company. Price alleged that, at the time he signed the closing documents, he believed that Butler, acting as an agent of the Riverfront company, would be the purchaser of the Riverwalk property. Price alleged that he and Lunsford signed the closing documents at different times. Price alleged that he was the first to sign the documentation for the closing of the sale and did so without Lunsford being present and before Lunsford signed any documents. Price further alleged that Lunsford signed the documents later, in the absence of Price, both as a seller and as the manager of the Riverfront company, without Price's knowledge or consent. Price attached to the complaint various agreements executed by Lunsford as the managing member of the Riverfront company that had been recorded in the Tuscaloosa County courthouse. The agreements included a mortgage on the Riverwalk property executed on July 15, 2009, and recorded on July 21, 2009, as well as an agreement to increase the mortgage indebtedness executed on October 4, 2010, and recorded on October 25, 2010. The credit union was the lender in those agreements. Lunsford's name appears on those documents as the managing member of the Riverfront company. Butler's *940name does not appear on any of the documents.

Price alleged that, in October 2011, Lunsford began construction of condominiums on the Riverwalk property. He further alleged that he did not learn of the alleged deception by Lunsford and the credit union until December 29, 2012, when, in a casual conversation with a third party, Jerry Griffin, he was told that, contrary to the previous representations from Lunsford and the credit union, Butler had never purchased any interest in the Riverwalk property.

On January 20, 2015, the credit union filed a motion to dismiss the complaint for the failure to state a claim upon which relief could be granted. In support of the motion, the credit union submitted Price's complaint and attached exhibits; a similar complaint and attached exhibits Price had filed in 2013, making substantially similar allegations, that had been dismissed without prejudice; and an agreement executed by Price on July 15, 2009, transferring his interest in the Riverfront company to Lunsford. Price's 2013 complaint, some of the documents attached to that complaint, and the agreement transferring Price's interest in the Riverfront company had not been attached to or specifically referenced in Price's complaint.

The credit union argued that Price had actual and constructive knowledge of any alleged fraud in July 2009 and, consequently, that the period in which to file his claims had expired two years later pursuant to § 6-2-38(l ), Ala.Code 1975.

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Related

Price v. Ala. One Credit Union (Ex parte Price)
244 So. 3d 949 (Supreme Court of Alabama, 2017)

Cite This Page — Counsel Stack

Bluebook (online)
244 So. 3d 936, Counsel Stack Legal Research, https://law.counselstack.com/opinion/price-v-ala-one-credit-union-alacivapp-2016.