In late 2007 or early 2008, Wise Properties-TN, LLC (“Wise”) and Paul Ray (“Ray”) Seaton’s real estate agent, Tad Bromfield, discussed the possibility of a real estate transaction involving parcels of land in Athens, Tennessee, owned by Mr. Seaton and his son, David R. Seaton (collectively “the Seatons”). According to Wise, it was interested in acquiring the land for a commercial car wash and an apartment complex. Along with Mr. Bromfield, the primary facilitator of the negotiations was William (“Bill”) Alt, a Chattanooga attorney. It appears that Mr. Alt had represented Wise in a number of legal matters; however, he had represented the Seatons for a much longer period of time. Mr. Alt never discussed any potential conflict of interest with Wise. He communicated with both Wise and the Seatons about the parcels at issue, and proceeded to draft relevant documents.
In January 2008, the parties circulated a draft purchase and sale agreement (“the Agreement”) whereby Wise would purchase the Seatons’ land in Athens for $1,000,000 total, $50,000 of which was to be paid in escrow as a down payment. Pertinent sections of the Agreement provided as follows:
3. Stipulations. The following provisions and stipulations are a part of this Agreement:
A.) The parties agree that the Purchaser shall have the right for a period of 45 days from the Effective Date of this Agreement to inspect the Property following the execution of this Agreement, which shall include the right to come upon the Property and perform such tests and examinations thereof as it may deem appropriate. Purchaser agrees that upon completion of such tests and examinations it will promptly restore the Property to its prior condition. Seller agrees to hold Purchaser harmless and will indemnify them against any claim, liability, loss, damages, or litigation arising from or related to the Seller or its representatives being upon the Property or any activities conducted with respect to the Property.
Judge(s): John W. McClarty
Jurisdiction: Tennessee Court of Appeals
Related Categories: Property
|Trial Court Judge(s)|
|Court of Appeals Judge(s)|
|Charles Susano, Jr.|
|Appellant Lawyer(s)||Appellant Law Firm(s)|
|Appellee Lawyer(s)||Appellee Law Firm(s)|