This appeal arises from a dispute over the sale of a service station, the parcel of land on which it was located, and an adjoining parcel of land. Z & Y Corporation, which purchased the property, sued the seller, Indore C. Stores, Inc., for breach of contract, specific performance, fraud, attorney fees, and punitive damages. Following a bench trial, the trial court entered a judgment in favor of the seller, and Z & Y Corp. appeals, claiming the evidence did not support the judgment. As explained below, we conclude that several of the trial court’s factual findings and legal conclusions were clearly erroneous and do not support the court’s judgment. Further, we find that Z & Y Corp. was entitled to specific performance of the contract as a matter of law. Therefore, we reverse the trial court’s judgment and remand the case with direction for the court to enter judgment in favor of Z & Y Corp. Unless otherwise noted, the following facts are undisputed. Zeyde Yimam is the President of Z & Y Corp., and Emesh Patel is the CEO of Indore C. Stores, Inc.1 In July 2002, Patel contracted with Speedway SuperAmerica, L.L.C., to purchase 36 service stations in the Atlanta metropolitan area hereinafter, the “Patel/Speedway contract”. One of the stations covered by the contract was located at “2651 Powder Springs Road, Marietta, GA,” and the contract included a land description for this address which contained a metes and bounds description showing that the property included two parcels of land totaling approximately 5.66 acres. The service station is on a parcel measuring approximately two acres “Parcel I”, and the second, larger parcel was undeveloped “Parcel II”. The Patel/Speedway contract stated that it was to close on or before November 1, 2002. Patel planned to immediately re-sell all of the stations, and Speedway provided flyers describing the different stations to Patel so that he could market the stations to prospective buyers. Each flyer gave the size and location of a station and the surrounding property, and provided the sales price and other essential information. Patel worked with Citizens Trust Bank to arrange financing for prospective buyers. Patel planned to close on his sales to these buyers before he closed on the Patel/Speedway contract, with the effective date of the resale contracts to be delayed until the date of the Patel/Speedway closing and the proceeds from the resales remaining in escrow until that date.
In August 2002, Yimam learned that Patel was selling service stations in Cobb County, and he received a flyer describing the station and surrounding property located at 2651 Powder Springs Road “the property”. The flyer described the dimensions of the property, stated that the property measured 246,667 square feet,2 and listed the selling price as $1 million. Yimam and other prospective buyers met with Patel and Patel’s real estate broker to discuss the purchase of the different properties. According to Yimam, one of the prospective buyers asked Patel which properties were available for sale, and Patel said, “Whatever I get from Speedway, I will transfer to you and I will sell it to you.” Yimam also testified that, when he asked Patel about purchasing the Powder Springs Road property, Patel said he no longer wanted to sell the property for $1 million because he had received a survey that day which showed the property contained two parcels of land, not one.
