John P. Holt and his wife, O'Delle K. Holt, lived in a historic home on Crockett Road for many years in the 1900's. The Holt family had owned the property since the 1800's. Mr. Holt died in 1984, followed by Mrs. Holt in 1993. According to Mrs. Holt's will, which was executed in 1984, she owned a one-half interest in a 275 acre tract on Crockett Road. (The size of this tract has subsequently been determined to be 257.8 acres.) Mrs. Holt’s will grants a life estate in this one-half of the property to Mr. Holt's nephew, Charles Witherspoon, Jr. The will allows Mr. Witherspoon the ability to sell off the property, but provides that this one-half interest in the property, or any remaining proceeds from the sale, would go to the City of Brentwood to establish and/or maintain a public library to be named the “John P. Holt Library” in honor of her late husband. Mrs. Holt was apparently under the impression that the other one-half interest in this property was owned outright by Mr. Witherspoon.
The Board of Commissioners passed a resolution in 1994 asserting the City’s claim to any and all rights, title and interest due to the City under Mrs. Holt’s will. That resolution is attached.
In April of this year, Mr. Witherspoon agreed to sell the Crockett Road property for $12 million. The buyer, Pearl Street Partners, LLC ("Pearl Street"), is based in Brentwood. While Pearl Street has not previously developed property in Brentwood, it has recently been involved in developments in Franklin and Mt. Juliet.
The agreement between Mr. Witherspoon and Pearl Street provided for a 90 day due diligence period for environmental surveys, soil tests and similar efforts, followed by a 275 day "development approval period," during which Pearl Street would seek approval for a development plan. It is anticipated that Pearl Street will seek OSRD zoning for the property. If Pearl Street's development plan is not approved, it would be allowed to terminate the sale agreement. Otherwise, closing on the sale would take place 30 days after the end of the "development approval period." The agreement also provides that Pearl Street will spend up to $1,000,000 toward improvements at the historic home (ca. 1845) on the property.
After the agreement between Mr. Witherspoon and Pearl Street was executed, the title company retained by Pearl Street discovered a surprising fact. Mrs. Holt's will was made out with the understanding that Charles Witherspoon owned one-half of the property. However, there had never been a conveyance of this one-half to Mr. Witherspoon, and in fact, the property was entirely owned by John P. Holt when he died in 1984. Since Mr. Holt's estate was passed on to Mrs. Holt, she became the owner of 100% of the property, rather than one-half.
In addition to the bequests granted to the City of Brentwood and others under Mrs. Holt's will, the will includes a residuary clause under which all property not passing to other parties would go to Brentwood United Methodist Church ("Brentwood UMC.") Although Mrs. Holt left Mr. Witherspoon a life estate in one-half of the property, her will did not provide for the other one-half since she apparently assumed, incorrectly, that Mr. Witherspoon owned that one-half. The recent discovery that Mrs. Holt owned all of the property means that, under the residuary clause, one-half of the property is now owned by Brentwood UMC.
Because the sale agreement signed in April was between only Mr. Witherspoon and Pearl Street, an amendment to that agreement has been prepared, under which Brentwood UMC would be added as one of the sellers of the property. The amendment also adds 60 days to the original due diligence period. Additionally, the title company has asked that the City sign an "Agreement to Permit Conveyance," under which the City would agree that it will take no action to interfere with the sale of the property to Pearl Street. At City staff's request, language has been included in this document which acknowledges that development of the property is subject to the City's approval, and that disapproval of the buyer's development plans will not constitute an interference with the sale of the property.
While the City could eventually receive a very substantial sum of money from this transaction, the City's interest has always been subject to the will's provisions allowing Mr. Witherspoon to sell his interest in the property and use the proceeds according to his needs and wishes. Accordingly, the City loses nothing by executing the "Agreement to Permit Conveyance." Furthermore, if the sale is allowed to proceed at a fair price and at a time when real estate prices have rebounded, the City's library will potentially benefit significantly from the generous intentions of Mrs. Holt should the City Commission agree to name the library after Mr. Holt.
Please contact the City Attorney if you have questions about this matter.