Terry Foster v. Stephanie Sutton and Sutton Ltd., LLC

── Terry Foster v. Stephanie Sutton and Sutton Ltd., LLC ── Court: Court of Appeals of Arkansas Date: April 08, 2026 Category: General Cite as 2026 Ark. App. 224 ARKANSAS COURT OF APPEALS DIVISION II No. CV-25-236 TERRY FOSTER Opinion Delivered April 8, 2026 APPELLANT APPEAL FROM THE RANDOLPH COUNTY CIRCUIT COURT V. [NO. 61CV-24-26] STEPHANIE SUTTON AND SUTTON HONORABLE ADAM G. WEEKS, LTD., LLC JUDGE APPELLEES AFFIRMED CINDY GRACE THYER, Judge Terry Foster brings this appeal from an order of the Randolph County Circuit Court finding that he failed to prove the existence of a contract for the purchase of real property but awarding him $18,300 on a theory of unjust enrichment. On appeal, Foster argues that the circuit court’s decision denied him his due-process and equal-protection rights. In addition, he raises claims of fraud and argues that the circuit court’s finding that no contract existed was clearly against the preponderance of the evidence. The parties to this case are appellant Terry Foster (“Terry”) and appellees Stephanie Sutton (“Stephanie”) and Sutton LTD., LLC (“the LLC”). When the LLC was formed in 2017, the only two members were Stephanie and her husband, Keith Sutton (“Keith”). According to the LLC’s operating agreement, any action to sell any company property required the unanimous consent of all members.  In November 2018, the LLC purchased the parcel of property at issue in this case from Charlotte and Ralph Baltz for $80,000. Keith used the property for an auto body shop. In January 2022, Terry contacted Keith about buying the property to use as his own shop, and Keith agreed to sell it to him for $80,000. Although Terry began making payments for the property, there was apparently never a written contract memorializing the sale. A “mortgage deed” reflected the sale price of $80,000, but this document was not signed by either Keith or Terry or executed by the LLC. Keith passed away in December 2023. At that time, Stephanie knew that Terry had been working in the shop on the property, but she assumed he was renting it since she and Keith owned it. She was unaware of the purported mortgage deed until she was going through some documents after Keith died and found the deed and an amortization schedule in an envelope among his things. The amortization schedule showed that Terry had been making payments on the property from May 2022 through December 2023. In February 2024, Stephanie and the LLC filed a complaint against Terry. They asserted that Keith and Terry had only an oral agreement to sell the property, and the alleged mortgage deed was neither executed by any named party to the instrument nor executed by the true owner of the property, the LLC. The complaint asked the circuit court to determine that the purported contract was ineffective. Alternatively, in the event the court found that a contract existed, the complaint alleged that Terry was in breach of the contract because he had failed to pay taxes and insurance on the property and had paid two months’ rent payments with a check written on insufficient funds. If the court found no breach of 2 contract, the complaint asked the court to determine the amount of principal that remained due on the indebtedness. The matter proceeded to trial in October 2024. Terry testified that he and Keith were half brothers. Terry first contacted Keith about purchasing the property in January 2022. He said that they had been talking about it for a couple of years, but the property had previously been rented by someone else. The agreed-upon purchase price was $80,