G.R.L.C. Trust v. Garrison Decatur Crossings, LLC

Summary

The Alabama Supreme Court affirmed summary judgment reforming a recorded memorandum of ground lease to include an omitted legal-description exhibit. The court held that clear and convincing evidence established the omission resulted from mutual mistake, and that timely recording combined with reformation satisfied Alabama's lease-recording requirements and preserved the 50-year lease term.

Holdings

1. A court may reform a written lease memorandum when clear and convincing evidence establishes that the parties mutually intended the memorandum to include an exhibit containing the property's legal description and the omission resulted from mistake.
2. A timely recorded lease memorandum that omits a legal description expressly referenced as an attached and incorporated exhibit is not automatically a nullity under sections 35-4-6 and 35-4-51.1 when clear and convincing evidence supports reformation.
3. The Trust's affidavit did not create a genuine issue of material fact because it contradicted the trustee's earlier deposition testimony without adequate explanation and included statements lacking personal knowledge or expressing unqualified opinions about the parties' intentions.

Questions Presented

1. Whether a court may reform a timely recorded lease memorandum to include a legal description omitted through mutual mistake when the memorandum expressly referenced and incorporated the omitted exhibit.
2. Whether the omission of the legal description rendered the lease memorandum a nullity under Alabama Code sections 35-4-6 and 35-4-51.1, thereby limiting the 50-year lease to 20 years.
3. Whether the evidence established mutual mistake by clear and convincing evidence and whether the Trust's contradictory affidavit created a genuine issue of material fact.
4. Whether the trial court properly struck portions of the trustee's affidavit that contradicted his deposition testimony or lacked personal knowledge.

Disposition

affirmed