Swallow Ranches Inc. v. Bidart

KENNEDY, Circuit Judge Swallow Ranches, Inc. (SRI), a Nevada corporation, brought suit against El Tejon Cattle Co., a California partnership, and Leonard Bidart, as a general partner. Jurisdiction was based on diversity of citizenship. 28 U.S.C. § 1332. SRI alleged that it sale to El Tejon of four ranches, subject to an option to repurchase, was in fact a loan secured by a mortgage. SRI claimed it therefore was entitled to the protections of the Nevada usury and redemption statutes. The trial court found the transaction was a sale in both form and substance, and denied relief to SRI. SRI appeals; El Tejon cross appeals for attorney fees incurred in defending the suit below. We affirm the district court's judgment in all respects. George Swallow was president and majority stockholder of SRI. His principal occupation was ranching, but he also had commercial expertise: he was a licensed real estate broker, and frequently prepared and signed documents without legal advice. Swallow was SRI's spokesman in negotiating the transaction leading to this suit.