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 263.98+ 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 2014, Mr. Witherspoon agreed to sell the Crockett Road property to Pearl Street Partners, LLC. 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 discovery that Mrs. Holt owned all of the property meant that, under the residuary clause, one-half of the property is actually owned by Brentwood UMC.
In June of 2014, the Board of Commissioners approved an Agreement to Permit Conveyance under which the City agreed that it would take no action to interfere with the sale of the property to Pearl Street. This was done at the request of the title company involved in the transaction, given the City's potential interest in the sale proceeds. However, the sales agreement with Pearl Street Partners was never closed due to Pearl Street's failure to receive approval for an acceptable development plan.
With the expiration of the Pearl Street Partners purchase option, representatives of Mr. Witherspoon and Brentwood UMC have been in negotiations with several parties interested in purchasing the property. They have recently completed negotiations to sell the property to Mike Ford Custom Builders LLC for the sum of $10.5 million. The purchase price is based on an assumed development lot yield of up to 127 lots under the existing R-2 zoning designation applicable to the property. Should the buyer receive city approval of a development plan providing for more than 127 lots, the final purchase price would be increased by $35,000 for each additional lot above 127.
Other pertinent components of the sale agreement include a provision that the buyer will use its experience in restoration and residential construction to manage and use the resources necessary to finance the preservation of the historical mansion and grounds prior to selling the property to a third party. Also, Mr. Witherspoon will retain a life estate in his existing residence and up to two acres immediately surrounding this residence. Closing on the sale of the property is to occur no later than January 19, 2016.
The City is a party to the sale agreement due to its contingent remainder interest in the one-half of the property in which Mr. Witherspoon currently holds a life estate. The City's approval of the agreement is a requirement of the title company. The agreement clearly states that the City's approval of the agreement is only due to its financial interest and does not obligate the City in any other manner.
The resolution approving the agreement also provides authorization for the Mayor to sign off on any amendments to the agreement if recommended by the City Manager and approved by the City Attorney. In the event the parties want to address some unexpected circumstances or any details that were omitted from the agreement, this will allow an amendment to proceed without requiring further City Commission action. Additionally, the resolution authorizes the Mayor to sign any documents required of the City at the closing of the property sale.
Note that there is a related item also on the Board's June 8 meeting agenda. This item relates to the planned distribution of sales proceeds under the proposed agreement and the establishment of a trust on behalf of Mr. Witherspoon with proceeds from the one-half life estate portion of the property.
Please contact the City Attorney if you have questions about this matter. |
In 1994, the Board of Commissioners passed Resolution 94-27, asserting the City’s claim to any and all rights, title and interest due to the City under Mrs. Holt’s will.
At is meeting on June 9, 2014, the Board of Commissioners approved Resolution 2014-40 approving an Acceptance of Conveyance of the Holt Property to Pearl Street Partners, LLC. |