Reynolds v. Reynolds

WELLS, Judge.

Although not addressed by either party to this appeal, we must address its interlocutory nature. As the judgment below did not dispose of all claims as to all parties, and the trial court did not certify it for immediate appeal, its immediate appeal would contravene the provisions of N.C. Gen. Stat. § 1A-1, Rule 54(b) of the Rules of Civil Procedure. Our review of the record reveals that: (1) defendant Reynolds’ counterclaim will remain viable only if summary judgment for him was not proper; and (2) the action for negligence against defendant Rivenbark will continue to be viable only if summary judgment for defendant Reynolds is reversed. In the interest of judicial economy, we therefore deem it appropriate to dispose of this appeal on its merits.

Plaintiff contends that the stock purchase agreement of May 1989 should be rescinded because it was entered into under conditions which amounted to economic duress; therefore, the trial court erred in granting defendant’s motion for summary judgment. We disagree.

Summary judgment is a device whereby judgment is rendered “if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that any party is entitled to a judgment as a matter of law.” N.C. Gen. Stat. § 1A-1, Rule 56(c). In ruling on a motion for summary judgment, the court does not resolve issues of fact and must deny the motion if there is any issue of material fact. Singleton v. Stewart, 280 N.C. 460, 186 S.E.2d 400 (1972). The burden of establishing that a lack of any triable issue exists rests with the movant. Pembee Mfg. Corp. v. Cape Fear Constr. Co., 313 N.C. 488, 329 S.E.2d 350 (1985).

Plaintiff contends that there are alleged facts which, if proved, would allow a trier of fact to conclude that defendant induced the stock purchase agreement by duress. We now must inquire whether the record before us, taken in the light most favorable to plaintiff, reveals sufficient evidence that plaintiff entered into the stock purchase agreement because of duress.

Duress exists when a person, by an unlawful or wrongful act of another, “is induced to make a contract or perform or forego some act under circumstances which deprive him of the exercise *399of free will.” Link v. Link, 278 N.C. 181, 179 S.E.2d 697 (1971). An act is wrongful “if made with the corrupt intent to coerce a transaction grossly unfair to the victim and not related to the subject of such proceedings.” Id. Generally, actions taken by a person voluntarily will not be said to be given under duress. See 25 Am. Jur. 2d Duress and Undue Influence § 3 (1966).

Plaintiff argues that defendant Reynolds was obligated by the Buy-Sell Agreement to sell his stock to plaintiff for book value, and therefore defendant’s demand for $287,000 was a threat of breach of contract and constituted economic duress. We are not persuaded by plaintiff’s argument, however, since “[m]ere breach or threat of breach of contract without more is insufficient to establish a claim or defense of duress.” George Shinn Sports, Inc. v. Bahakel Sports, Inc., 99 N.C. App. 481, 393 S.E.2d 580, disc. rev. denied, 328 N.C 571, 403 S.E.2d 511 (1991), see also Dan B. Dobbs, Dobbs Law of Remedies, § 10.2(3) (2d ed. 1993). Thus, even if defendant Reynolds were obligated by contract to sell his stock for less than $267,000, this threat alone does not constitute economic duress.

Many other factors lead us to conclude that plaintiff acted freely and voluntarily, and did not enter into the stock purchase agreement because of economic duress. Plaintiff was an experienced businessman who had been involved in automobile dealerships for 25 years. The events and transactions which lead up to the 31 May agreement were many and varied, involving and reflecting the contrasting and at times conflicting views about the operations of Star between these brothers, and the considerable free-will bargaining between them resolved by the 31 May agreement. Plaintiff was not required by any agreement or contract to make the purchase, and was under no obligation to buy the stock; rather, plaintiff chose to buy the stock in order to make a profitable business deal for himself. Moreover, defendant Reynolds was not attempting to force plaintiff to buy his stock at that time; in fact, he objected to plaintiff’s efforts to acquire his stock because he would effectively be cut out of the proceeds from the sale. Defendant Reynolds eventually agreed to sell plaintiff his stock, provided that he receive a fair value of his 20% interest in the tangible and intangible assets of the company, as well as consideration for the other valuable non-stock rights defendant held in Star under the previous agreements. By paying defendant Reynolds $267,000, plaintiff in turn received defendant Reynolds’ resignation from the board of directors, and he subsequently received all the proceeds from the *400sale of Star’s assets, including the Jaguar franchise. This bargaining process eliminates any validity to plaintiff’s argument that he entered into the agreement only because he was faced with circumstances amounting to duress.

For the reasons stated above, we affirm the order of the trial court.

Affirmed.

Judges ORR and WYNN concur.