Bagwell v. Trammel, 297 Ga. 873

Background

In Jan 2000 Bagwell and Bobby & Oretta Trammel entered a Joint Venture Agreement creating Etowah Ventures; Bagwell cancelled >$1.875M in notes and received a 1/2 undivided interest in ~103 acres held in joint tenancy.
In Aug 2002 parties executed a Redemption Agreement: Bagwell advanced $600,000 and a Redemption Formula was adopted that increased Bagwell’s share of future sale proceeds (roughly 70/30 per later briefing).
By Aug 2004 ~73.6 acres had been sold and proceeds distributed under the Redemption Formula; ~29 acres remained. The Trammels deeded the remaining 29 acres to their sons, prompting Bagwell’s title affidavit and later litigation.
The sons later quitclaimed the 29 acres back to the Trammels. Bagwell amended his complaint seeking, inter alia, specific performance of the Redemption Agreement, equitable dissolution/accounting, and equitable partition of the remaining property.
After a three-day bench trial the trial court denied specific performance, found the original Agreement operated as a valid deed conveying Bagwell a one-half interest, granted equitable dissolution and accounting, appointed a receiver, and ordered that net sale proceeds be split 50/50.
Bagwell appealed; the Supreme Court of Georgia affirmed the denial of specific performance and the equitable partition/equitable accounting award, rejecting Bagwell’s argument that the Redemption Formula controlled distribution of remaining proceeds.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether specific performance of the Redemption Agreement (as to unsold 29 acres) was appropriate	Bagwell: Redemption Agreement controls distribution; he seeks enforcement of its formula for remaining property	Trammels: No sale proceeds yet exist for remaining acres; specific performance premature and monetary remedies sufficient	Court: Denied specific performance — relief premature because sales proceeds (object of contract) did not yet exist; alternative adequate legal remedies available
Whether the original Joint Venture Agreement section conveying 1/2 interest constituted a valid deed	Bagwell: Agreement conveyed him a 1/2 interest (enforceable)	Trammels: Formal deed requirements arguable; but parties dispute not over conveyance	Court: Agreement section operated as a valid deed between parties despite attestation technicalities; Bagwell holds one-half interest
Whether equitable partition/accounting must follow the Redemption Formula	Bagwell: The Redemption Agreement’s formula governs distribution (approx. 70/30)	Trammels: Trial court may exercise equitable discretion under OCGA §§44-6-140, 44-6-141 to adjust accounts; 50/50 equitable split appropriate	Court: Trial court did not abuse broad equitable discretion; it could decline to apply contractual formula when plaintiff sought premature equitable dissolution and partition, and ordered 50/50 split
Whether trial court erred by failing to analyze the Redemption Agreement when entering 50/50 decree	Bagwell: Trial court provided no analysis showing it considered or rejected the Redemption Agreement; therefore decision should be vacated/remanded	Trammels: Court’s summary judgment findings (incorporated into final order) acknowledged Redemption Agreement; trial court considered circumstances and did not need further explanation	Court: Majority: affirmed — adoption of prior findings shows consideration; no requirement for more explicit analysis. Dissent: would remand for explicit analysis because final order lacked discussion of Redemption Agreement

Key Cases Cited

Kingsdale Apartments v. Bd. of Lights & Waterworks, 219 Ga. 49 (specific performance premature where time for performance had not arrived)
Gilleland v. Welch, 199 Ga. 341 (suit for specific performance premature before time for performance)
East Side Lumber & Coal Co. v. Barfield, 195 Ga. 505 (equity will not decree impossible performance)
Gabrell v. Byers, 178 Ga. 16 (equity will not render a decree impossible of enforcement)
Engram v. Engram, 265 Ga. 804 (right-for-any-reason rule supports affirmance on alternative grounds)
Griffin v. Tift County, 242 Ga. 746 (affirmance under right-for-any-reason rule)
Hoover v. Mobley, 198 Ga. 68 (deed lacking attestation can still convey between parties)
Johnson v. Jones, 87 Ga. 85 (form not essential to validity of deed between parties)
Howard v. Russell, 104 Ga. 230 (deed not attested as required still conveys against grantor)
Coker Properties v. Brooks, 278 Ga. 638 (equity may mold partition decree to meet justice among cotenants)
Waycross Military Assn. v. Hiers, 209 Ga. 812 (equitable partition may be accomplished through receivership)