Anderson v. Parker
2011 Mo. App. LEXIS 1440
| Mo. Ct. App. | 2011Background
- In 1979, Riley brothers sold a house on ~3.5 acres to the Andersons and reserved a right of first refusal for the adjacent 2–2.5 acres including the stone barn.
- The sale contract and a separate disposal agreement were signed by Riley brothers and the Andersons, granting the Andersons a preemptive right to buy the additional acreage at a price set by appraisal.
- After Camden Riley's death in 2004, the Andersons learned the property would be sold; they informed Mrs. Riley and Mrs. Parker (Camden's daughter) of the prior agreement.
- In 2005, Parker (trustee) contracted with Barth Brothers to sell the 115-acre property without offering the barn area to the Andersons; the Barth sale closed in 2005 with substantial proceeds to the Riley trusts.
- Andersons sued Parker (as trustee) and Mrs. Riley for breach of contract and fraud; jury awarded damages to the Andersons on breach and fraud claims, and the trial court entered judgment.
- Defendants moved for JNOV or a new trial; the trial court granted JNOV on several grounds, including lack of binding effect and perpetuities concerns; the Andersons appeal.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the preemptive right is binding on heirs/assigns | Andersons contend right binds successors. | Right is personal to signatories and expires at Camden's death. | Preemptive right is personal; not binding on heirs/assigns. |
| Whether the agreement binds Defendants as parties or successors | Agreement runs with land and binds successors with notice. | Agreement not binding on Defendants; lacks survivability language; not an enforceable covenant. | Agreement not binding on Defendants; JNOV affirmed on lack of binding effect. |
Key Cases Cited
- Hensley-O'Neal v. Metro. Nat'l Bank, 297 S.W.3d 610 (Mo. App. S.D. 2009) (true option creates power to compel sale)
- Jewish Ctr. for Aged v. BSPM Trustees, Inc., 295 S.W.3d 513 (Mo. App. E.D. 2009) (preemptive right requires purchase when seller chooses to sell)
- McNabb v. Barrett, 257 S.W.3d 166 (Mo. App. W.D. 2008) (preemption ripens into full option upon sale decision)
- Kershner v. Hurlburt, 277 S.W.2d 619 (Mo. 1955) (life-tenancy of preemptive right; binding on heirs discussed)
- Estate of Sifferman, 603 S.W.2d 30 (Mo. App. S.D. 1980) (preemptive right personal to grantee; cannot be devised by heirs)
- Williams v. Diederich, 223 S.W.2d 402 (Mo. 1949) (privileges without express assignability are personal)
- Estate of Nowell, 607 S.W.2d 792 (Mo. App. W.D. 1980) (option language lacking bind-on-heirs indicates personal nature)
- C & J Delivery, Inc. v. Vinyard & Lee & Partners, Inc., 647 S.W.2d 564 (Mo. App. E.D. 1983) (covenants in leases; issue of land covenants relevance to options)