Stahlhuth v. SSM Healthcare of St. Louis

289 S.W.3d 662, 2009 Mo. App. LEXIS 546, 2009 WL 1118828
CourtMissouri Court of Appeals
DecidedApril 28, 2009
DocketED 91990
StatusPublished
Cited by10 cases

This text of 289 S.W.3d 662 (Stahlhuth v. SSM Healthcare of St. Louis) is published on Counsel Stack Legal Research, covering Missouri Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Stahlhuth v. SSM Healthcare of St. Louis, 289 S.W.3d 662, 2009 Mo. App. LEXIS 546, 2009 WL 1118828 (Mo. Ct. App. 2009).

Opinions

OPINION

MARY K. HOFF, Judge.

SSM Healthcare St. Louis (SSM) appeals from the trial court's Amended, Corrected, and Modified Order and Judgment (Amended Judgment) entered in favor of Richard J. Stahlhuth (Stahlhuth) and Sally J. Irwin (Irwin), in their individual capacities and as Trustee of Special Trust A E/B/O Richard J. Stahlhuth of the Virginia Hunter Grantor Retained Income Trust Dated 7/25/89 and Trustee of Special Trust A F/B/O Sally J. Irwin of the Virginia Hunter Grantor Retained Income Trust Dated 7/25/89, respectively, (collectively Plaintiffs) after a non-jury trial on Plaintiffs' Second Amended Petition for Damages seeking payment under an agreement between the parties.

Facts and Procedural History

Because this appeal arises after a non-jury trial, we view the following relevant facts in the light most favorable to the Judgment. See Murphy v. Carron, 536 S.W.2d 30, 32 (Mo. banc 1976).

When land is developed in St. Louis County (the County), under certain circumstances, the County sometimes imposes a Traffic Generation Assessment (TGA) on the developer to offset some of the anticipated costs associated with an increase in automobile traffic generated by the development. The County then caleu-lates any credits (TGA credits) to which [665]*665the developer may be entitled for public road improvements the developer has made or intends to make during its development of the land. The County applies the developer's TGA credits toward the developer's TGA. The TGA credits are "tied" directly to the property being developed, i.e., run with the land, and may be transferred from one owner of the land to subsequent owners of the land, but the TGA credits for one property may not be applied to the TGA for another property.

When calculating the TGA for a particular property, the County's Department of Public Works uses a trust fund calculation form, which documents any TGA eredits that are known to apply to the property at the time the TGA is performed. The trust fund calculation form is typically completed when the developer applies for a building permit or before the building permit is issued. The County generally requires the developer to pay the TGA, less any TGA credits, prior to the issuance of any building permits. Although the County is reluctant to issue building permits before it has its best estimate of the required TGA, the County sometimes issues partial permits, thereby allowing some work to begin before the TGA is paid. If the developer's project has several phases, the TGA for an individual phase must be paid before a permit for that phase can be issued. When the developer pays the TGA, the payment is deposited into a trust fund managed by the director of the County's Department of Highways and Traffic.

In the early 1990s, the Missouri Department of Transportation (MODOT) redesigned and widened Highway 141 near a parcel of land (the Property) owned by Plaintiffs. In exchange for Plaintiffs' conveyance of a portion of the Property to MODOT for the Highway 141 project, the County agreed to issue to Plaintiffs TGA credits for the Property. This was a very unusual, likely unique, transaction. The County allowed the TGA credits to be applied only in connection with any future development of the Property. Plaintiffs were not allowed to apply the TGA credits toward the development of any other property. The County did not place a value on the TGA credits at the time it agreed to issue them to Plaintiffs.

Several years later, in October 2004, Plaintiffs simultaneously entered into two contracts with Balen, LLC, which was a straw party for SSM. The first contract was a land sale agreement for the Property. The second contract was a Traffic Generation Assessment Credit Agreement (TGA Credit Agreement) under which Plaintiffs' agreed to sell their TGA credits to Balen, LLC. Balen subsequently assigned both contracts to SSM. SSM intended to develop the Property by constructing a new hospital and medical office building complex (the Development). The TGA Credit Agreement provided, in pertinent part:

B. [Plaintiffs] had certain property adjacent to the Property taken without compensation during the relocation of State Highway 141 and [Plaintiffs] will obtain from [the County] [TGA] credits . as consideration to [Plaintiffs] for such taking.
C. In connection with [SSM's] proposed development of the Property, [SSM] may be obligated to pay a traffic generation assessment to [the County] with respect to its development of the Property ... and [SSM] may receive from [the County] certain [TGA] credits ... for certain improvements made by [SSM] to the Property or in or adjacent to the right of way near or adjacent to the Property or for other reasons, which [SSM's] Credits shall be a credit against the required ... TGA.
[666]*666D. Subject to the terms and conditions contained herein, [Plaintiffs] desires (sic) that [SSM] purchase from [Plaintiffs] all or a portion of [Plaintiffs'] Credits as provided herein.
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3. TRAFFIC GENERATION ASSESSMENTS. No later than two (2) weeks prior to [SSM] submitting its rezoning application to [the County], [SSM] shall provide written notice thereof to [Plaintiffs].
Upon the issuance of [Plaintiffs'] Credits by [the County's Highway Department], [Plaintiffs] shall promptly deliver to [SSM] the letter of notification . of the issuance of [Plaintiffs'] Credits or such other written proof ... of the issuance of such [Plaintiffs'] Credits....
If and when [SSM's] TGA and [SSM's] Credits are determined, [SSM] shall notify [Plaintiffs'] Representatives in writing of the amounts thereof. If Property and [SSM] develops the [SSM's] TGA exceeds [SSM's] Credits, [SSM] hereby agrees to purchase from [Plaintiffs], and [Plaintiffs] agrees to sell to [SSM], [Plaintiffs'] Credits on a dollar for dollar basis, but the maximum amount of [Plaintiffs'] Credits that [SSM] shall be obligated to buy hereunder shall not exceed the amount that [SSM's] TGA exceeds [SSM's] Credits.
This Agreement contemplates that [SSM] will first use [SSM's] Credits if and when all or any portion of [SSM's] TGA is payable. After all of [SSM's] Credits (if any) have been fully utilized against any [SSM's] TGA, if [SSM] has any remaining TGA obligations, [SSM] shall purchase from [Plaintiffs] all or a portion of [Plaintiffs'] Credits as provided herein and subject to the terms of this Agreement.
Each time that [SSM] is required to purchase an amount of [Plaintiffs'] Credits under the terms of this Agreement, there shall be a separate sale and Closing hereunder. [SSM] shall notify [Plaintiffs] no less than two (2) weeks prior to the date that [SSM] desires to obtain building permits for all or a portion of its development of the Property and to pay all or a portion of [SSM's] TGA using all or a portion of [Plaintiffs'] Credits. The parties acknowledge that [SSM] may acquire [Plaintiffs'] Oredits in portions (regardless of the amount) in separate Closings regardless of the amount of [SSM's] TGA.

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Bluebook (online)
289 S.W.3d 662, 2009 Mo. App. LEXIS 546, 2009 WL 1118828, Counsel Stack Legal Research, https://law.counselstack.com/opinion/stahlhuth-v-ssm-healthcare-of-st-louis-moctapp-2009.