Double Aa Corp. v. Newland & Co.

905 P.2d 138 (1995)

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Nature of the Case

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Facts

Raymond died in 1974 and left the ranch in a testamentary trust for his family. His daughter Maxine was designated the trustee. His wife would receive income from the trust for her life and that the George children held remainder interests as follows: Maxine George - three-ninths, as well as a first option to purchase from the other remaindermen; Leo George - two-ninths; Kenneth George - two-ninths; and Shirley Bragg - two-ninths. Maxine died in 1980, and eventually, the remaindermen agreed with her surviving husband, Cleto McPherson, that he would be entitled to her share and first option. Shirley Bragg became the trustee following Maxine's death. On December 13, 1989, P whose sole shareholders are Charles Allmon and Gwen Allmon, agreed with Shirley Bragg, who at that time was the trustee of the Raymond W. George trust, to purchase the ranch in the Paradise Valley south of Livingston. Shirley agreed on behalf of the trust to convey the property, and a substantial deposit was transferred. Shirley was misinformed about tax liability and (was basically conned) by an IDS financial planner to take the proceeds and invest with IDS. Shirley petitioned the District Court to approve the sale of the ranch. Sievers intervened and objected because he had purchased a five-ninths remainder and a first option to buy from the other remaindermen. The court granted the petition to confirm the sale and dismissed Sievers' objection. In November 1990, an attorney informed Shirley that no taxes would be due as a result of Olga's death. Shirley filed a motion to dismiss her petition for a declaration of her right and authority to sell the trust property and to cancel the sale to P. The District Court denied her motion and ordered the sale to proceed. P then filed this action for specific performance. Sievers intervened and opposed specific performance because he claimed that in April 1988 he purchased a three-ninths remainder interest from Cleto, in addition to Cleto's first option to purchase from the other remaindermen. He added that in August 1988 he purchased Leo's two-ninths remainder interest. At trial, Shirley testified that capital gains tax in the amount of $400,000 would be due upon sale of the ranch to P. She testified that the attorney who represented her prior to the sale had not advised her that IDS' advice was incorrect. The District Court held that specific performance was improper, but awarded P money damages for breach of contract. The court further found that Sievers did not obtain a binding first option to purchase the ranch from the remaining beneficiaries. P appeals from the District Court's decision, and Sievers cross-appeals from the District Court's findings that he did not have a valid first option to purchase.