Zaglin v. Atlanta Army Navy Store Inc.

The trial court properly excluded parole evidence, which conflicted with the sale-on-death clauses of a joint venture agreement involving properties owned by appellee and the appellant's late husband.

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Carolee Zaglin, acting as executrix of the estate of her late husband Jack Zaglin, brought suit against Jack’s nephew Carl Zaglin and others, alleging that Carl hid, converted, or meddled with the assets of the estate and with her right of access to certain estate properties and documents; she further alleged that these and other actions amount to fraud upon the estate. During this bitter dispute, Carl filed a counterclaim seeking to enforce the sale-on-death clauses found in two joint venture agreements regarding two specific properties, and he later sought summary judgment on this claim. On November 2, 2004, the trial court, among other things, granted summary judgment enforcing the agreements, from which Mrs. Zaglin now appeals. The undisputed facts show that in 1988, Jack, Carl, and Jack’s brother Marion entered into two joint venture agreements governing the use and management of two different properties they owned. The agreements reflect that they were designed “to promote their mutual interests by insuring the unity and continuity of control in the ownership and management of the Joint Venture by imposing certain restrictions on the transfer of interests in the Joint Venture.” And, the “sole and exclusive purpose” of each agreement was “to continue the ownership, operation, leasing and sharing of expenses” of the two properties.

Each agreement provides that in the event of Jack’s death, Carl would purchase Jack’s share and Jack’s estate “shall be obligated to consummate the sale.” The purchase price was to be “equal to the deceased Joint Venturer’s percentage share of the Agreed Value set forth on Exhibit ‘B’. . . .” The so-called “Agreed Value” was established in the agreements as $520,000 for 1214 King Industrial Drive and $960,000 for 1125 Hayes Industrial Drive by all parties at the time of the signing.

Zaglin v. Atlanta Army Navy Store Inc.

The trial court properly excluded parole evidence, which conflicted with the sale-on-death clauses of a joint venture agreement involving properties owned by appellee and the appellant's late husband.

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