IN RE THE ESTATE OF SAMUEL DONNER, DECEASED. BEATRICE ROSALIE DONNER, APPELLANT,
v.
PAUL ANTON ET AL., APPELLEES
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Beatrice Donner, a judgment creditor of her deceased former husband's estate, appealed orders authorizing the sale of the deceased's partnership interests pursuant to a buy-sell agreement. The court affirmed the sale, finding the buy-sell agreement and its amendments were valid and binding, and the option to purchase was properly exercised by the other owners.
The court held that there was substantial competent evidence supporting that the buy-sell agreement and its amendments were valid and binding, and that the other owners validly exercised their option to purchase upon Samuel Donner's death. Therefore, the trial judge correctly entered the orders authorizing and confirming the sale.
[1] A buy-sell agreement, including its amendments, can be found valid and binding if supported by substantial competent evidence.
[2] The exercise of an option to purchase under a buy-sell agreement is valid if it complies with the terms of the agreement.
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Join FLexlaw to unlock all legal intelligence“We find there is substantial competent evidence to support the determination that (1) the buy-sell agreement including the amendments was valid and binding; and (2) Adler, Mescon and Charles Donner validly exercised their option to purchase thereunder upon the demise of Samuel Donner.”
The court's primary holding establishing that the buy-sell agreement was enforceable and properly exercised
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Join FLexlaw to unlock all legal intelligenceSamuel Donner and three other partners (Adler, Mescon, and Charles Donner) owned undivided interests in rental apartment trusts. Samuel Donner execute…
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PER CURIAM.
In these consolidated appeals Beatrice R. Donner, a judgment creditor of her former husband’s estate, seeks reversal of an order granting leave to the co-executors to sell certain partnership interests of the deceased, Samuel Donner, and a subsequent order confirming the sale.
Samuel Donner, Samuel Adler, Charles Donner and Howard Mescon were owners of certain ¡undivided interests in rental apartment houses placed in various trusts. During his lifetime Samuel Donner executed a buy-sell agreement giving the other owners an option to buy his interest in these trusts in the event of his death. The agreement provided for an agreed valuation of the trust properties with periodic updates containing the revised valuations which were made to the agreement by amendments. The last amendment with the latest valuation was executed on December 1, 1972.
On January 25, 1973 Samuel Donner died and in February Adler, Mescon and Charles Donner exercised their option to purchase Samuel Donner’s interest at the last valuation made on December 1, 1972.
In March 1973 the co-executors petitioned for leave to sell the deceased’s interest in the trust properties and appellant objected to the sale for any sum less than full cash value. She also requested the appointment of an appraiser prior to the court’s consideration of the petition and sought the appointment of an administrator ad litem to represent the estate in this matter because of possible conflicts of interest on the part of the co-executors. Mallory Horton, Esq. was appointed administrator ad litem and directed to conduct an investigation into the validity of the buy-sell agreement.
In August 1974 Mr. Horton filed his report finding the agreement to be valid and further recommending that the exercise of the option by the purchasers Adler, Mescon and Charles Donner be honored. Following further hearings, additional testimony and an agreement between the co-executors and the purchasers as to the amounts due under the buy-sell agreement, the trial judge on September 9, 1975 entered an order granting leave to sell the deceased’s interest. In the order of September 9 the trial judge found that the agreement and its amendments constituted a valid and binding agreement and there was a valid exercise of the option. Beatrice Donner perfected an appeal from this order and while this appeal was pending, the trial judge on May 10, 1976 entered an order confirming the sale. Beatrice Donner also appealed this order and both appeals were consolidated.
Appellant primarily contends that the trial judge abused his discretion in authorizing the sale of the decedent’s interest in the properties covered by the buy-sell agreement.
We find there is substantial competent evidence to support the determination that (1) the buy-sell agreement including the amendments was valid and binding; and (2) Adler, Mescon and Charles Donner validly exercised their option to purchase thereunder upon the demise of Samuel Donner. Thus, the trial judge was correct in entering the orders of September 5, 1975 and May 10, 1976. See Section 733.37, Florida Statutes (1973); Hirsch v. Bartels, 49 So. 2d 531 (Fla.1950); Galatis v. Plasman, 80 So. 2d 918 (Fla.1955).
We also considered appellant’s other points on appeal and conclude there is no merit therein.
Affirmed.
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Citator
Cited By
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In re Est. of Samuel Donner v. Anton, 364 So. 2d 758 (Fla. 3d DCA 1978)…fraud, mistake or overreaching involving the buy-sell agreement, we hold that the trial court has no such authority. Accordingly, we reverse. The facts of this case are undisputed and are in part disclosed in our prior decision of Donner v. Anton, 347 So. 2d 436 (Fla. 3d DCA 1977). The decedent Samuel Donner and certain of his business associates, Samuel I. Adler, Charles Donner and Howard Mescon, were owners of certain undivided interests in rental apartment houses placed in various trusts. During his life…1 / 3
Authorities Cited
- Galatis v. Plasman, 80 So. 2d 918 (Fla. 1954)