Southpace Properties, Inc. v. Acquisition Group

HATCHETT, Circuit Judge:

Pursuant to Alabama law, we affirm the district court’s rulings: (1) that the conveyance of real property from its owner to a partnership in which the owner had an interest did not constitute a sale or exchange as contemplated in a real estate listing agreement; and (2) that a clause in the agreement constitutes a penalty under Alabama law.

I. FACTS

On January 24, 1990, Southpace, an Alabama corporation, and Acquisition Group (AG) entered into an “Exclusive Listing Agreement” involving thirty-one acres of a golf driving range, located in Shelby County, Alabama. The…