Foster v. Cross

Michael Stephens wanted to purchase a large piece of land to develop into a single-family residential project and contacted Warren Sanders, a real estate broker, for help. Sanders found an 80-acre tract owned by Robert and Arlene Cross (defendants). Sanders presented two offers to the Crosses, which were both rejected. In September 1978, Sanders presented another offer, with Robert Milby also listed as a copurchaser. Sanders represented that Milby was a substantial builder with considerable development experience and that Milby was an important and well-known builder. Sanders also represented that Stephens had resolved his previous financial issues and that Stephens was an important subdivider. The Crosses entered into a purchase agreement with Milby and Stephens. The purchase agreement was on a standard form and included a 90-day period between the execution of the agreement and the closing. The purchase agreement also contained a standard clause stating that Sanders was the Crosses’ agent. Because a large portion of the purchase price was to be paid in installments, the Crosses requested financial statements for Stephens and Milby several times but did not receive them. During the period before closing, Stephens’s financial condition worsened, and Stephens assigned his interest in the contract to Sharon Dale. Milby assigned his interest to James Foster (plaintiff). The financial statements were delivered to the Crosses just before the scheduled closing. However, the Crosses refused to close. Sanders’s representations regarding the development experience of Milby and Stephens were false, along with the representation regarding Stephens’s finances. Dale assigned her interest to Foster as well. Foster then sued the Crosses, seeking specific performance of the land-sale agreement. After trial, the trial court ruled that the contract was voidable because of Sanders’s false representations. Foster appealed.