DOUBLE AA CORP. V. NEWLAND & CO.
905 P.2d 138 (1995)
NATURE OF THE CASE: Double (P) appealed a denial of specific performance and an award of
damages for a breach of a contract for the sale of a ranch.
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.
ISSUE:
RULE OF LAW:
HOLDING AND DECISION:
LEGAL ANALYSIS:
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