Showalter, Inc. v. Smith

629 N.E.2d 272, 1994 Ind. App. LEXIS 158, 1994 WL 52561
CourtIndiana Court of Appeals
DecidedFebruary 24, 1994
Docket43A03-9203-CV-91
StatusPublished
Cited by16 cases

This text of 629 N.E.2d 272 (Showalter, Inc. v. Smith) is published on Counsel Stack Legal Research, covering Indiana Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Showalter, Inc. v. Smith, 629 N.E.2d 272, 1994 Ind. App. LEXIS 158, 1994 WL 52561 (Ind. Ct. App. 1994).

Opinions

STATON, Judge.

Showalter, Inc. appeals the trial court’s judgment in favor of Merl Smith, Margaret Smith, Smith Walbridge Camps, Inc., Gary Smith and Beverly Smith. Showalter, Inc. raises five issues for our review, which we consolidate into three and restate as follows:

I. Whether the trial court erred in enforcing the purchase agreement between the parties.
II. Whether the trial court awarded the proper measure of damages.
III. Whether the trial court correctly awarded attorney’s fees.

We affirm in part, reverse in part, and remand.

Smith Walbridge Camp, Inc. (“Smith Wal-bridge”) is a closely-held corporation owning real property adjacent to Bonar Lake in Kosciusko County, Indiana where it has operated summer camps since 1949 (“camp property”). Merl and Margaret Smith were the sole shareholders of Smith Walbridge until 1983 when they sold all of the stock to their son and daughter-in-law, Gary and Beverly Smith. In 1988, Gary Smith listed the camp property for sale with a realtor. In August 1989, Smith Walbridge conveyed a small portion of the camp property back to Merl and Margaret Smith, who lived nearby (“1989 conveyance”). When Dale Showalter, a shareholder in Showalter, Inc., expressed an interest in purchasing the camp property in November 1989, Merl Smith showed him around and indicated that the southern boundary of the property included all of the lake frontage along Bonar Lake.

On December 8, 1989, Gary and Beverly Smith entered a purchase agreement with Showalter, Inc. (“Showalter”) for the sale of the 47.47 acres of camp property at a price of $250,000.00. Showalter paid $20,000.00 into an escrow account as earnest money. The closing was scheduled for August 25, 1990.

In July 1990, a surveyor prepared a legal description of the property showing that it [274]*274consisted of only 43.67 aeres. The parties then scheduled a meeting for August 9, 1990 to discuss modifying the purchase agreement to reflect the reduced acreage and a lower sales price. No final agreement was reached at the August 9 meeting. The following day, Dale Showalter expressed his intent to rescind his offer to purchase the camp property. A survey completed later in the month showed that Smith Walbridge did not own the frontage property along the lake; rather, the frontage property had been included in the 1989 conveyance to Merl and Margaret Smith.

This action by Showalter to rescind the purchase agreement ensued. Smith Wal-bridge filed a counterclaim for breach of contract, seeking damages and attorney’s fees.

I.

Enforceability of Purchase Agreement

First, Showalter contends the purchase agreement is unenforceable because it was procured by a fraudulent misrepresentation as to the lake frontage and the amount of acreage. In order to prevail on a theory of fraud, Showalter must show the following elements:

1. a material representation of past or existing facts which
2. was false,
3. was made with knowledge or in reckless ignorance of the falsity,
4. was relied upon by the complaining party, and
5. proximately caused the complaining party injury.

Nestor v. Kapetanovic (1991), Ind.App., 573 N.E.2d 457, 458.

At the conclusion of the bench trial, the trial court made the following oral findings of fact sua sponte:

The Court is of the opinion that ... the failure of the ultimate description and survey to include [tracts] D and E was as a unilateral mistake of the defendants in earlier conveying that away in a matter [sic] which is [sic] not intended and that when the question came to light which was far late in the history of this transaction in July, the defendants would have cured that defect ... had they been given an opportunity to do so and that while in a technical sense, there was a misrepresentation, ... it was innocent and would have been cured.... A cure was offered ... although at that time, Mr. Showalter was no longer acting in good faith, attempting to correct some errors or problems but was desperately trying to get out of this deal because he or his financial backers were disenchanted with the investment they were getting into....

Record, pp. 564-65.

When a party has requested specific findings of fact and conclusions of law under Ind. Trial Rule 52(A), the reviewing court cannot affirm the judgment on any legal basis; rather, this Court must determine whether the trial court’s findings are sufficient to support the judgment. Vanderburgh County Board of Commissioners v. Rittenhouse (1991), Ind.App., 575 N.E.2d 663, 665, trans. denied. In reviewing the judgment, we must first determine whether the evidence supports the findings and second, whether the findings support the judgment. Id. The judgment will be reversed only when clearly erroneous, i.e., when the judgment is unsupported by the findings of fact and conclusions of law entered on the findings. In re Wardship of B.C. (1982), Ind., 441 N.E.2d 208, 211;1 DeHaan v. DeHaan (1991), Ind.App., 572 N.E.2d 1315, 1320, trans. denied. Findings of fact are clearly erroneous when the record lacks any evidence or reasonable inferences from the evidence to support them. Id. To determine whether the findings or judgment are clearly erroneous, we consider only the evidence favorable to the judgment and all reasonable inferences flowing therefrom, and we will not reweigh the evidence or assess witness credibility. Id.

This same standard of review applies when the trial court gratuitously enters [275]*275specific findings of fact and conclusions of law, with one notable exception. When the trial court enters such findings sua sponte, the specific findings control only as to the issues they cover, while a general judgment standard applies to any issue upon which the court has not found. In re Marriage of Snemis (1991), Ind.App., 575 N.E.2d 650, 652. We may affirm a general judgment on any theory supported by the evidence adduced at trial. Id.

Both Gary and Merl Smith testified at trial that they did not intend for the 1989 conveyance between them to include the frontage property that was the subject matter of the purchase agreement with Showalter. Merl Smith stated he had no reason to keep the frontage property which had been erroneously transferred to him because he would not be able to access the property by any means other than water. Thus, there was evidence to support the trial court’s finding that Smith did not knowingly, or with reckless ignorance, make a misrepresentation regarding the frontage property.

Showalter’s contention that Smith fraudulently misrepresented the amount of acreage is also without merit.

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Showalter, Inc. v. Smith
629 N.E.2d 272 (Indiana Court of Appeals, 1994)

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Bluebook (online)
629 N.E.2d 272, 1994 Ind. App. LEXIS 158, 1994 WL 52561, Counsel Stack Legal Research, https://law.counselstack.com/opinion/showalter-inc-v-smith-indctapp-1994.