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Jordan v. Beeks3/29/2001
Boise, December 2000 Term
2001 Opinion No. 20
Frederick C. Lyon, Clerk
Appeal from the District Court of the Fourth Judicial District, State of Idaho, Ada County. Honorable D. Duff McKee, District Judge.
Summary judgment order dismissing malpractice action, affirmed.
This is an appeal from a decision of the district court awarding summary judgment to attorney Paul Beeks and the law firm of Smith, Beeks & Hodges, P.L.L.C., in the legal malpractice action brought by Chris and Betsy Jordan. We affirm the district court's decision.
FACTS AND PROCEDURAL BACKGROUND
A. Facts
Chris and Betsy Jordan, husband and wife, hired attorney Beeks for advice regarding the enforceability of an oral agreement entered into with Carl and Margaret Anderson, husband and wife, and Greg Anderson, Carl's son. Chris Jordan is the son of Margaret Anderson. The Jordans informed attorney Beeks that the oral agreement was reached at the June 17, 1994, shareholders' meeting of Chris Jordan Volkswagen, Inc., whereby the Andersons agreed to sell all of their stock in the closely held corporation to the Jordans at a fixed price per share. The Jordans provided to attorney Beeks all of the documents in their possession regarding the sale of the dealership; however, the Stock Purchase Agreement that had been signed on December 8, 1994, by the Jordans and Carl and Margaret Anderson, but not by Greg Anderson, was retained by Russell Kvanvig, the Andersons' attorney who had prepared the agreement.
Attorney Beeks advised the Jordans that in his opinion the parties had reached an enforceable oral agreement in June of 1994. He recommended filing a lawsuit to enforce the agreement, naming as defendants in the action Carl and Margaret Anderson but not Greg Anderson, the minority shareholder. Before filing suit, however, attorney Beeks sent a letter to Greg Anderson on January 23, 1995, which read as follows:
Chris Jordan has contacted me with regard to the potential purchase of your stock in Chris Jordan Volkswagen, Inc. I have a copy of the minutes of the June 17, 1994, annual meeting where it was agreed that Chris and Beth would purchase your and Carl's and Margaret's outstanding stock for $281.00 per share.
You apparently have never actually committed to that sale. Chris asks that I contact and determine whether you are willing to sell your stock on the same terms as agreed with Carl and Margaret.
According to the information I have, the sales price was to be $281.00 per share. Stock was to be paid for in annual installments commencing July 1, 1998, with interest at 8% commencing on July 1, 1996.
If you are agreeable, we will have the necessary documents prepared so that the sale can be completed. If not, please let me know so that we can drop the matter.
Greg Anderson responded to the letter of January 23, 1995, indicating that he had consulted an attorney and would not sell his shares pursuant to the terms agreed to at the June 17, 1994, shareholders' meeting. Attorney Beeks then proceeded with the lawsuit but only as against Carl Anderson and the Estate of Margaret Anderson. Greg Anderson thereafter sought and was granted leave from the district court to intervene in the action.
In the shareholder litigation, the parties submitted cross-motions for summary judgment. Judge Burdick heard the parties' arguments and issued findings and conclusions:
(1) The oral agreement concerning the sale of stock was not an enforceable agreement because a written agreement was both contemplated and intended to be the binding contract.
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