Stanley v. Holms

1999 MT 41, 975 P.2d 1242, 293 Mont. 343, 56 State Rptr. 178, 1999 Mont. LEXIS 43
Montana Supreme Court·Decided March 12, 1999·No. 98-119·Published·Cited by 18 cases

Opinions

JUSTICE GRAY

delivered the Opinion of the Court.

¶ 1 This is an appeal from the Eleventh Judicial District Court, Flathead County. The District Court granted the plaintiffs’ second motion for summary judgment, and denied the defendants’ motion to amend the judgment. The defendants appeal. We affirm.

¶2 We address the following dispositive issues:

¶3 1. Did the District Court abuse its discretion when it ruled on the motion for summary judgment without allowing Holms the opportunity to conduct further discovery?

[346] ¶4 2. Did the District Court err by failing to consider the second affidavit of Allan Holms when deciding the motion for summary judgment?

¶5 3. Do genuine issues of material fact exist concerning fraud and economic duress which precluded summary judgment on Holms’ counterclaims?

FACTUAL AND PROCEDURAL BACKGROUND

¶6 The following facts are taken primarily from the two affidavits of Allan Holms filed in opposition to the plaintiffs’ motion for summary judgment. In 1992, Allan G. Holms and affiliated entities (collectively, Holms) purchased an automobile dealership located in Kalispell, Montana, from Roy W. Stanley, Carol A. Stanley and other assignees of the Roy Stanley Chevrolet Company (collectively, the Stanleys). The purchase agreement contained a provision giving Holms the option to purchase the real property on which the dealership was located. In 1994, Holms and the Stanleys entered into negotiations to sell the dealership to a third party because Holms was developing another dealership in Spokane, Washington, and needed cash from the sale of the Kalispell dealership to fund it.

¶7 Holms received two offers from third parties to purchase the Kalispell dealership. Pursuant to the first offer, Holms would exercise the option in the 1992 agreement to purchase the real property underlying the dealership for $1.5 million which by 1994 appraised for $2.45 million. The terms of the first offer allowed Holms to pay the Stanleys monies owed under the 1992 agreement. Holms received a second offer from an entity known as the Corwin-Eisinger group. Under the second offer, the Stanleys would retain ownership of the land, but the purchasers would lease it for 10 years for an ultimate payment of $1.7 million. This second offer would provide tax advantages to the Stanleys and the capital needed by Holms to invest in the Spokane dealership. The Stanleys decided that Holms should sell the dealership to the Corwin-Eisinger group.

¶8 On September 19, 1994, Holms sent the Stanleys a letter and memorandum, outlining the terms of the proposed agreement with the Corwin-Eisinger group; Holms and the Corwin-Eisinger group entered into an Asset Sale Agreement according to the terms and conditions allegedly agreed to by the Stanleys on September 23, 1994. The closing date for the sale was set for November 1, 1994.

¶9 Later in the day on September 23,1994, Holms received a letter from the Stanleys purporting to clarify the status of Holms’ proposal [347] to sell the dealership. In Holms’ view, however, the letter contained significant differences from the prior agreement, which already had been incorporated into the Asset Sale Agreement. After receiving the letter, Holms contacted the first prospective purchaser, who renewed his earlier offer. The Stanleys, however, informed Holms that the dealership could not be sold under the terms of the first offer, because Holms had defaulted on the 1992 purchase agreement and, as a result, no longer had the option to purchase the underlying real property.

¶10 In the meantime, the Stanleys sent the Corwin-Eisinger group a letter dated September 29, 1994, which purported to outline an agreement between the Stanleys and the Corwin-Eisinger group. The letter states that it is “a letter of intent, not a legal contract, [and] is subject to the approval of all parties, attorneys, General Motors, GMAC, etc.” Holms claims that this letter confirmed the terms of the Asset Sale Agreement, even though the Stanleys had informed Holms that they were no longer agreeing to the terms which had been incorporated into that agreement. Holms also claims that over the next 60 days, the Stanleys took inconsistent positions between Holms and the Corwin-Eisinger group, in an effort to negotiate more favorable terms on their own behalf.

¶11 Holms further asserts that, during this time frame, the Stanleys disrupted Holms’ business. For example, Allan Holms’ second affidavit states that the Stanleys publicly disclosed the fact that Holms was in the process of selling the dealership. They also sent Holms a notice claiming Holms had defaulted on the 1992 purchase agreement, and sent copies of the default notice to Holms’ financing sources and various automobile manufacturers. Holms testified that this disruption caused financial loss and resulted in the near cessation of the Kalispell business.

¶ 12 Eventually, Holms and the Corwin-Eisinger group entered into a final closing agreement dated November 30,1994. The Stanleys and other entities such as Like-Nu corporation, to whom Holms owed certain monies, also signed the agreement. Holms alleges that the terms of that agreement differed materially from the agreement entered into with the Stanleys in September of 1994. In particular, the final agreement included a release waiving “all claims for all damages arising out of acts, representations, or matters known or unknown each may have against the other...,” except for claims against Holms for monies owed relating to the 1992 purchase of the Kalispell dealer[348] ship. Holms testified by affidavit that the Stanleys presented the final agreement containing the release on a take it or leave it basis. Holms also testified to a shortfall in operating cash exceeding half a million dollars that would have been obtained had the Stanleys fulfilled their September of 1994 agreement. Ultimately, Holms was not able to make the Spokane dealership a success.

¶13 On August 25,1995, the Stanleys filed a complaint and, on September 18,1995, they filed an amended complaint against Holms to recover monies due pursuant to various contractual agreements, guarantees, and promissory notes relating to the 1992 purchase of the Kalispell dealership. On December 1,1995, three days prior to the deadline for answers to the Stanleys’ first discovery requests, Holms’ counsel filed a motion to withdraw. Neither Holms nor counsel filed a response to the discovery requests. On December 8, 1995, the Stanleys filed a motion for summary judgment based primarily on matters deemed admitted by Holms’ failure to respond to the request for admissions.

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Stanley v. Holms, 1999 MT 41, 975 P.2d 1242, 293 Mont. 343, 56 State Rptr. 178, 1999 Mont. LEXIS 43 (Mo. 1999).

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