Villas of Windsong, LTD., et al. v. RGT/ Charleston Partners, LTD., et al.
| Docket Number: | 2010-CA-00134-COA Linked Case(s): 2010-CA-00134-COA ; 2010-CT-00134-SCT |
|
| Court of Appeals: |
Opinion Link Opinion Date: 06-28-2011 Opinion Author: Irving, P.J. Holding: Reversed and rendered |
|
| Additional Case Information: |
Topic: Real property - Binding agreement - Entry of separate agreement Judge(s) Concurring: Lee, C.J., Griffis, P.J., Myers, Barnes, Ishee, Roberts, Carlton, Maxwell and Russell, JJ. Procedural History: Summary Judgment Nature of the Case: CIVIL - REAL PROPERTY |
|
| Trial Court: |
Date of Trial Judgment: 12-21-2009 Appealed from: Harrison County Circuit Court Judge: John C. Gargiulo Disposition: SUMMARY JUDGMENT GRANTED IN FAVOR OF RGT/CHARLESTON PARTNERS Case Number: A2402-08-107 |
|
| Party Name: | Attorney Name: | Brief(s) Available: | ||
| Appellant: | Villas of Windsong, LTD. and its General Partner Arbor Properties, Inc., Arbor Properties, LLC and Arbor Place II, LLC |
VIRGIL G. GILLESPIE, DONNA BROWN JACOBS, MARK A. DREHER |
|
|
| Appellee: | RGT/ Charleston Partners, LTD., by and through its General Partner, Ford Development Corp. | M. BRANT PETTIS, JONATHAN P. DYAL | ||
Synopsis provided by:  If you are interested in subscribing to the weekly synopses of all Mississippi Supreme Court and Court of Appeals hand downs please contact Tammy Upton in the MLI Press office. |
|
| Topic: | Real property - Binding agreement - Entry of separate agreement |
| Summary of the Facts: | RGT/Charleston Partners, Ltd. entered into a contract with Arbor Properties, Inc. to purchase a piece of real estate in Harrison County. Shortly thereafter, Arbor Properties transferred its interest in the contract to Villas of Windsong, which closed the transaction in October 2004. At the time of closing, permits had been obtained for construction of 240 multi-family apartment units on the property. In 2008, the City of Biloxi, Mississippi, issued building permits for 88 more apartment units on the property. On July 22, 2008, RGT filed a complaint against Villas of Windsong demanding an additional $403,333.04 on the basis of Paragraph 22 of the contract. Despite Paragraph 22, which clearly reads that the parties were supposed to enter into an agreement “[a]t or prior to [c]losing,” a separate agreement regarding additional units was never entered into by the parties. RGT filed a motion for summary judgment. Gordon Thames Jr., the owner of Villas of Windsong, filed an affidavit in opposition to RGT’s motion for summary judgment. Villas of Windsong filed its own memorandum in opposition to RGT’s motion for summary judgment. The circuit court granted summary judgment in favor of RGT. Villas of Windsong appeals. |
| Summary of Opinion Analysis: | RGT argues that Paragraph 22 constituted a binding agreement that was immediately and automatically executed at closing. However, this reading of the paragraph renders some of the provision’s terms obsolete. In general, when construing a contract, an appellate court will read the contract as a whole, so as to give effect to all of its clauses. In order to give effect to all of the paragraph’s clauses, RGT’s interpretation cannot be accepted. The paragraph clearly states that RGT and Villas of Windsong would enter into an agreement “[a]t or prior to [c]losing.” The paragraph, as written, clearly contemplates the entry of a separate agreement (“shall enter into an agreement”) that either party could compel prior to or at closing. Neither party invoked the provision by the time of closing; in fact, neither party ever attempted to enter into an agreement whereby Villas of Windsong would pay RGT more upon the approval of additional units. Thus, the circuit court erred in granting summary judgment on behalf of RGT. |
Home | Terms of Use | About the JDP | Feedback | Using JDP | MC Law Library | Mississippi Supreme Court
