Sloan v. Hicks

761 F.2d 319
CourtCourt of Appeals for the Sixth Circuit
DecidedMay 8, 1985
DocketNos. 83-5846, 83-5847
StatusPublished
Cited by3 cases

This text of 761 F.2d 319 (Sloan v. Hicks) is published on Counsel Stack Legal Research, covering Court of Appeals for the Sixth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Sloan v. Hicks, 761 F.2d 319 (6th Cir. 1985).

Opinion

NATHANIEL R. JONES, Circuit Judge.

Appellants, Lola Gay Sloan, Tony Sloan, Lola Bettye Sloan, Ned Sloan, Jimmie Sloan, Margaret Sloan, Bruce Sloan (the Sloans) and John Sloan, appeal from the district court’s judgment, which affirmed the decision of the Bankruptcy Court. Upon consideration of the issues presented by this appeal, we affirm the Bankruptcy Court in part, reverse in part, and remand.

Becknell & Crace Coal Company, Incorporated (Becknell) entered into a “Lease-Purchase Agreement” with the appellants on January 22,1970. After Becknell began mining coal on the land described in the Lease-Purchase Agreement, Becknell and the appellants amended the Lease-Purchase Agreement by entering into two other written agreements. On January 31, 1971, Becknell gave two promissory notes total-ling $56,827.61 to satisfy its debt for royalties due in 1970 (Agreement of January 31, 1971). On August 2, 1971, Becknell gave security for a default in royalty payments and in return the appellants revoked a termination of the Lease-Purchase Agreement and scheduled deferred royalty payments (Agreement of August 2, 1971).

In May of 1972, Becknell filed a proceeding under Chapter XI of the Bankruptcy Act, 11 U.S.C. §§ 301-399. ' On August 12, 1972, the appellants filed a petition to direct rejection of the Lease-Purchase Agreement as an executory contract under 11 U.S.C. § 110. Subsequently, Becknell’s Trustee, Ruben Hicks, filed an answer to the petition and asserted a fee simple interest in the real estate subject to a lien reserved for the payment of the balance of the purchase price. Then, the Trustee filed an application for an extension of time to reject or assume the executory contract and moved for an order allowing his entry onto the land for certain purposes. The Bankruptcy Court granted the motion for entry and denied as moot the petition for an extension.

After trial, the Bankruptcy Court filed its memorandum opinion. The court concluded that although the Lease-Purchase Agreement and its terms styled Becknell as a lessee, Becknell had a fee simple interest in the unmined coal. The court further concluded that the Lease-Purchase Agreement was not an executory contract within the meaning of 11 U.S.C. § 110 merely because Becknell was obligated to pay royalties. Consequently, the court entered judgment in favor of the Trustee and thereby conveyed a fee simple in the coal to Becknell, a vendor’s lien in the coal to appellants (to secure payment for the balance due on the purchase price), and a lien in the coal to Becknell’s employees (to secure payment of their wages) pursuant to Ky.Rev.Stat. § 376.150.

On appeal, the District Court for the Eastern District of Kentucky found that the Lease-Purchase Agreement granted Becknell “an estate for years to the entire property in question subject to the limitation that it mine ... according to the terms of the [Lease-Purchase Agreement] ... and a contract right to mine and remove the coal underlying the surface.” (emphasis in original) (brackets added). According to the district court, the Lease-Purchase Agreement did not give Becknell the type of contractual right subject to 11 U.S.C. § 110 because it was executory only as to Becknell’s obligation to pay. The district court, therefore, affirmed the decision of the Bankruptcy Court. John Sloan and the Sloans appealed.

As the district court noted, this appeal turns on (1) whether the Lease-Purchase Agreement conveys a fee simple title to the coal or only a lease to mine the coal and (2) whether the Lease-Purchase Agreement is executory in nature. Our review of the Bankruptcy Court’s findings employs the standards which the district court applied in its review. “[W]e examine the decision of the court from which the appeal is taken for error and the legal determinations of the district court as a reviewing tribunal are not shielded by a presumption of correctness.” Universal Minerals, Inc. v. C.A. Hughes & Company, 669 F.2d 98, 101-02 (3d Cir.1981).

[321]*321I. ESTATE GRANTED

The contract that created Becknell’s interest is denominated a “Lease-Purchase Agreement” and, therefore, is a hybrid agreement whose “legal effect, under Kentucky law, differs from that of a lease for the use of surface land only.” Godley v. Kentucky Resources Corp., 640 F.2d 831, 835 (6th Cir.1981). Regardless of the agreement’s denomination and hybrid characteristic, under Kentucky law “what is commonly termed a coal mining lease is regarded as the conveyance of an estate or interest in the minerals as land unless the terms of the instrument require a different construction.” Johnson v. Coleman, 288 S.W.2d 348, 349 (Ky.1956). The district court concluded that the terms of the Lease-Purchase Agreement granted Becknell two interests: an estate for years subject to the limitation that it mine according to the Lease-Purchase Agreement and a contract right to mine and remove the coal.

John Sloan contends that the terms of the Lease-Purchase Agreement granted Becknell a fee simple title in the coal subject to a condition precedent that Becknell mine over 3,000,000 tons of coal. John Sloan further contends that because Beck-nell failed to perform that condition precedent Becknell never received a fee simple title to the coal.

The Sloans contend that the terms of the Lease-Purchase Agreement granted Beck-nell a lease rather than a fee simple absolute or fee simple conditional for several reasons. First, Becknell did not have an absolute right to permanently dispose of the property. Second, the Lease-Purchase Agreement’s granting provisions gave the Sloans a right of reversion. Third, there exists no employees’ lien.

The Trustee contends that the terms of the Lease-Purchase Agreement gave Beck-nell a fee simple title for four reasons. First, the Lease-Purchase Agreement used the magic words of grant that create a fee simple. Second, Becknell paid a substantial downpayment of $100,000 and was to pay the balance of $900,000 through royalties. Third, Becknell had the right to mine coal until the coal’s exhaustion. Fourth, the Lease-Purchase Agreement was subject to an employees’ lien under Ky.Rev.Stat. § 376.150.

We believe that the terms of the Lease-Purchase Agreement granted Becknell a fee simple interest in the coal. The operable terms of the agreement support our conclusion. For example, the Lease-Purchase Agreement purported to “bargain, sell, transfer, convey and lease unto ... [Becknell and] its successors and assigns all the minable and merchantable coal in, under, and/or upon ...” certain property. The Lease-Purchase Agreement further provided that:

When One Million Dollars, ($1,000,-000.00), not including wheelage fees, has been paid to the party of the first part; party of the second part [Becknell] shall be and become owner in fee simple of all coal

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In Re Becknell & Crace Coal Co., Inc.
761 F.2d 319 (Sixth Circuit, 1985)

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Bluebook (online)
761 F.2d 319, Counsel Stack Legal Research, https://law.counselstack.com/opinion/sloan-v-hicks-ca6-1985.