Stafford L. Smith v. Woodruff D. Smith

379 P.3d 1048, 160 Idaho 778, 2016 Ida. LEXIS 245
Idaho Supreme Court·Decided September 9, 2016·No. Docket 42621·Published·Cited by 4 cases

Opinion

HORTON, Justice.

Woodruff Smith appeals from the district court’s grant of judgment on the pleadings and award of attorney fees to Stafford Smith in a suit seeking specific performance of a contract. We affirm.

I. FACTUAL AND PROCEDURAL BACKGROUND

Stafford Smith and Woodruff Smith (Woody) are brothers. Their father established Smith Chevrolet, and over the years the brothers have eo-owned several auto dealerships, other businesses, and parcels of real property. The brothers each own 50% of Staffwood, an entity that owns properties and other assets. In 2010, a dispute arose between the brothers involving their business dealings, and on November 10, 2010, the brothers entered into a settlement agreement (the 2010 Agreement) that gave ownership of Smith Chevrolet to Stafford. The 2010 Agreement also identified four parcels of land that either brother could purchase through a bid process. These parcels are described as the Smith Chevrolet Property, RV Property, Outlet Property, and Motor City Property. Between 2010 and 2012, various transactions occurred between Smith Chevrolet, Woody, Stafford, and Staffwood which culminated in another dispute between the brothers and another settlement agreement (the 2012 Agreement). The 2012 Agreement provided that each brother had the right to initiate a bid process to purchase the properties owned by Staffwood.

In 2013, Stafford initiated the process to purchase the Smith Chevrolet Property, RV Property, and the Outlet Property (collectively “the Bid Properties”) from Staffwood. Woody countered with his own bid, and the brothers then entered into a bidding war that lasted several months. Throughout 2013, the brothers placed bids and discussed terms regarding the purchase of the Bid Properties from Staffwood. On October 17, 2013, Woody placed a bid for the Bid Properties, and Stafford withdrew from the bidding process.

On December 4, 2013, Woody sent a letter to the management of Staffwood in which he asserted that he had won the bidding process and asked Stafford to clear the title to the Smith Chevrolet Property. On December 20, 2013, Stafford sent a letter to Woody indicating that he was willing to purchase the Bid Properties. On December 20, 2013, Stafford’s attorney wrote to Woody’s attorneys and represented:

Stafford is willing to purchase the subject properties from Staffwood, including the Outlet Center property, on the following terms and conditions:
*781 1. Stafford will pay the sum $2,800,000 for the properties that were the subject of the bid process, which amount is $50,000 more than his last bid;
2. The funds Woody has escrowed under the bid process will be returned to him at closing;
3. In light of the holidays, the closing on Stafford’s purchase will take place thirty (30) days from the date the parties sign an agreement as to the terms of Stafford’s purchase of the subject properties;
4. The net proceeds from the sale of the subject properties will be divided between Staffwood’s partners after satisfying the following obligations:
a. Payment in full of Staffwood’s loan from Wells Fargo Bank;
b. Payment to Smith Chevrolet of the funds it has advanced above its lease obligation on behalf of Staffwood to ensure adequate funds for Staffwood to pay its ongoing obligations, which payment is pursuant to the parties’ agreement as set forth in Section 10.4 of the July 5, 2012 Settlement Agreement. These obligations include, but are not limited to, accounting costs, taxes, insurance, maintenance, repairs and servicing the Wells Fargo Bank loan. Exact amounts to be repaid to Smith Chevrolet shall be determined by means of an audit conducted by Staffwood’s accountant, Kevin Oakey, but said amounts are anticipated to be in excess of $350,000; and
c. Staffwood’s retention of a mutually agreed amount as a reserve to enable Staffwood to pay its ongoing obligations on its remaining properties. Stafford recommends that the retained sum should be $50,000 but in no event should the retained amount be less than $20,000.
In addition, as you are aware, the sale of Staffwood’s Pocatello property will take place in the near future. Woody has agreed to the terms of the sale, but requested that the proceeds from the sale not be distributed until the parties reach a settlement agreement. Stafford estimates that the net proceeds from this sale will be approximately $230,000. Assuming the sale takes place as planned, it is proposed that the net proceeds from this sale be distributed to the partners once an agreement is signed in writing regarding Stafford’s purchase of the subject bid properties or, alternatively, that these funds be distributed simultaneously with the closing of Stafford’s purchase of the bid properties.
Of course, once we reach an agreement on Staffwood’s [sic] purchase of the bid properties, we will expect to promptly receive your proposal for dividing Staff-wood’s remaining properties between the partners. Please let me know as soon as possible whether the foregoing is acceptable to your client.

On January 13, 2014, Woody’s attorneys responded by a letter to Stafford’s attorney:

Woody hereby accepts Stafford’s offer as set forth in your letter of December 20, 2013.
For purposes of certainty and clarification, we set forth below further detail about our understanding of the terms of settlement. In paragraph no. 8 below, we propose that the parties attempt to agree on a way that this transaction may be done on a tax free basis. Woody’s accountants believe that by treating the entire transaction as a distribution in dissolution of the parties’ interests in Staffwood, the parties can come out the same as agreed without incurring negative tax consequences. This would seem to be beneficial to both parties, but since this provision is outside of the terms of Stafford’s offer, we make clear that we do not require Stafford’s agreement to paragraph no. 8.
Also, as requested, we propose a division of the balance of the Staffwood property, which we have set forth below. It does not matter to Woody which election Stafford makes of these two Property Sets. We do not see how the property can be divided any other way without resulting in joint or adjacent ownership of any properties, which may cause conflict or irritation in the future.

*782 Accordingly, the points of understanding are as follows:

1. Stafford closes on the 8 bid properties at $2.8 million (“Closing”), which Closing is to be held within 30 days of the date hereof. [FN1: You indicated that Stafford needed 30 days because of the holidays. Now that the holidays have passed, Woody is willing to close this in a much shorter time frame if Stafford is able to do so. Earlier closing will also save the parties additional interest.]
2. Funds escrowed by Woody in the bid process shall be returned upon finalizing this agreement.
3.

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Stafford L. Smith v. Woodruff D. Smith, 379 P.3d 1048, 160 Idaho 778, 2016 Ida. LEXIS 245 (Idaho 2016).

379 P.3d 1048 (Stafford L. Smith v. Woodruff D. Smith) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

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