Summary of Legal Issues on Wingo Street
Concerns Raised about Public Safety Issues, Legality of DDA’s Sales Process

Save Historic Norcross has requested the new city council to review the DDA’s handling of the sale of the Wingo Street cottages and validity of Re-zoning Conditions. Of particular concern are ensuring adequate parking space, safety for children playing in crowded streets adjacent to the new Norcross Fire Station #1, as well as saving two of the historic cottages and specimen trees.

Through Open Records requests and title searches at the Gwinnett County Court House, a disturbing number of documents pertaining to the DDA’s sale of the Wingo Street property had expired, lapsed, or were incomplete.  Apparently the sale occurred outside of Agency by two weeks, taking place on November 30, 2005, raising serious questions about its legality.

 On November 2, 2005, the full DDA board approved by voice vote a Resolution authorizing the sale of the four Wingo Street Cottages to be assigned to Wingo Street Cottages, LLC, a newly created entity of Mr. George Banks and his partner, Mr. Paul Dagnese.  Records indicated Dagnese’s Dag Pau Corporation initially put up earnest money of $5 thousand dollars that was refunded at closing.

Paul Dagnese is known for a number of high-profile developments in the Atlanta Area such as renovating the 70,000 sq. ft. Peach Building, and projects at Chateau Elan.  Since 1985, public records indicate his involvement in close to two-dozen corporations and LLC’s, some now dissolved.

Concerns raised about the legality of the process of bringing this property to market without properly executed documents remain unanswered.  We are dealing with an executory contract for the sale of land. The capacity of the DDA to act as agents of the city without proper written authority is a concern.  Under Georgia Code, The Equal Dignity Rule concerning agency, “ If the contract which the agent is about to enter on behalf of the principal itself would be within The Statute of Frauds, the agent’s actual authority to enter into such a contract must be in writing also.”

Read excerpts from DDA Agency Document approved on November 2,2005:

RESOLVED THAT notwithstanding the terms of the aforementioned purchase and sale agreements, the
Authority approves extension of the outside date for
Closing of the acquisition and sale of the Property to occur
No later than November 15, 2005.  (PAR. 3)

RESOLVED THAT any and all other actions heretofore taken by_______ as_____ _____of the Authority, to execute and deliver
Any of the documents authorized by the foregoing resolutions,
or take any of the actions authorized by the foregoing resolutions are hereby approved, ratified, and confirmed in all
Respects.  (PAR. 5)

Paragraph 5 above appears to have addressed concerns raised Before the City Council by Save Historic Norcross at the September 6, 2005 rezoning hearing.

Through Open Records Freedom of Information requests, these Wingo Street Sale documents were found expired, lapsed or incomplete.

Before the 7/21/05 rezoning meeting, the option from the City to the DDA expired:

• First DDA Option on Wingo Street expired 180 days from March 31, 2004, thus expiring on October 1, 2004.   Option 1 is unsigned.  Appears to be a lapse of a month.
• Next option is 11/1/04 with a 90-day expiration clause in its documentation (expiration = 2/1/05.) Council voted to approve it but with the change for 180-days expiration as noted in the Council meeting minutes.  An updated option documentation appears not to have been executed.  A Council vote is not enough.
• Question – Isn’t true that contracts involving the sale of land have to be in writing to comply with the Georgia Statue of Frauds. 
• Quoting the Georgia C.Ann.4-105, Equal Dignity Rule – If the contract which the agent is about to enter on behalf of the principal itself would be within the Statue of Frauds, the agent’s actual authority to enter into such contract must be in writing also.
• To quote from the 11/1/04 option agreement “upon termination of this option, the DDA shall have no further rights in the property.”
• Question – Does the DDA Chairman Mr. Buck have the authority to act on behalf of a third party, the City of Norcross.  The Purchase Agreement involves three parties – DDA, Paladin Properties and the City of Norcross.

 Before the 7/21/05 rezoning meeting, this documentation from the DDA to the City expired:

• Letter of June 1, 2005, from DDA to Mayor Webb as a Letter of Intent, objective “not intended to create contractual rights or obligations”,  option on Wingo Street, 30 day expiration which expired July 2, 2005.

Before the 7/21/05 rezoning meeting, this documentation from Mr. Banks to the DDA expired:

• Letter of Intent for Banks dated 5/21/05 for 30 days, expired on 6/22/05.
• No Earnest Money given to either DDA or City.
• No contract.

Before the 7/21/05 rezoning meeting, the Purchase Agreement between the City, DDA and Paladin Properties was not final.

• Draft was underway 6/16/05, not completed on July 5th.
• July 5th Council meeting voted to authorize the mayor to execute the Agreement, pending City Attorney Mr. Boyce approval.
• Attorney Boyce has several issues, his letter dated 7/12/05.
• Question – Does the DDA Chairman Mr. Buck have the authority to act on behalf of a third party, the City of Norcross.  The Purchase Agreement involves three parties – DDA, Paladin Properties and the City of Norcross.

Other concerns:

• Marketing property under Legal Notices: one 1 x 2 ad AJC; one 1x2 ad Atlanta Business Chronicle one time under Legal Notices.”  No sign on property until rezoning notice.
• No current appraisals obtained prior to sale negotiations or closing.

Save Historic Norcross
141 S. Peachtree Street
Norcross, Georgia
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