Denton v. Browntown Valley Assocs., Inc.
803 S.E.2d 490
| Va. | 2017Background
- In 2005 Denton contracted to sell a 122.281-acre parcel to Browntown Valley Associates, Inc. (BVA) for $740,500; BVA deposited $500 and settlement was later postponed.
- BVA attempted to terminate the contract and its agent returned the $500 deposit; Denton refused to sign any release and later sought specific performance in 2011, tendering a deed.
- BVA defended that Denton could not convey marketable title because a 4.191-acre tract (the Tract) was potentially owned by predecessors by adverse possession and there was no quiet-title decree.
- Denton relied on a 1993 boundary settlement deed with Wayside to show marketable title; BVA introduced a 1994 substitute trustee’s deed (recorded before Denton’s deed) to challenge that deed’s effectiveness.
- The circuit court admitted the substitute trustee’s deed, granted BVA’s motion to strike at trial, dismissed Denton’s specific performance claim, and later awarded BVA $47,800 in attorney’s fees (reduced from requested $98,673.15). The Supreme Court affirmed and remanded for appellate-fee award.
Issues
| Issue | Plaintiff's Argument (Denton) | Defendant's Argument (BVA) | Held |
|---|---|---|---|
| Admissibility of substitute trustee’s deed (motion in limine) | Trustee’s deed was hearsay and documents since then show Wayside’s successors accepted the boundary deed, so exception to hearsay doesn’t apply | Deed is a document affecting property rights and is relevant because it was in Wayside’s chain when NationsBank acquired title, calling the boundary deed’s validity into question | Admission was proper; deed was relevant and properly admitted under the property-documents exception |
| Motion to strike / Specific performance & marketable title | Denton’s 1993 boundary deed established marketable title; BVA’s failure to perform pre-settlement title exam doesn’t defeat right to specific performance | Once BVA rebutted with the substitute trustee’s deed, Denton failed to meet burden of persuasion to show marketable title | Court properly struck evidence and denied specific performance — seller bears burden of proving marketable title and failed to prove it |
| Triviality of disputed tract; alternative: compel performance with compensation (Jackson) | The 4.191-acre Tract is a small fraction; precedent allows performance plus compensation when disputed acres are trifling | Tract included riverfront and was significant for BVA’s development plans; not trifling in value | Court did not err; Tract was not trivial given BVA’s development intent and Denton offered no compensation |
| Award of attorney’s fees (including first-breach defense & fees for fee-litigation) | BVA breached first so cannot recover fees; fees affidavit lacked detail and included third-party/fee-litigation charges | First-breach not pled as affirmative defense; fee request supported by expert testimony; fees for litigating fee amount are recoverable under contract provision | Court did not abuse discretion: first-breach defense was waived, Chawla factors applied, court reduced award due to BVA’s failure to obtain timely title exam, and fees for litigating fees were proper |
Key Cases Cited
- Cox v. Cox, 67 Va. (26 Gratt.) 305 (explains specific performance is equitable and discretionary)
- Haisfield v. Lape, 264 Va. 632 (defines marketable title)
- Jackson v. Ligon, 30 Va. (3 Leigh) 161 (performance plus compensation allowed when disputed acres are trifling)
- Chawla v. BurgerBusters, Inc., 255 Va. 616 (factors for assessing reasonableness of attorney’s fees)
- Landrum v. Chippenham & Johnston-Willis Hosps., Inc., 282 Va. 346 (standards for abuse of discretion)
- SunTrust Bank v. PS Bus. Parks, L.P., 292 Va. 644 (burden of persuasion never shifts)
- Mullins v. Richlands Nat’l Bank, 241 Va. 447 (attending circumstances may affect fee awards)