## Facts

- J.E. Jones Construction Company developed Westglen Farms Subdivision in St. Louis County, Missouri, and sold single-family homes to Steven and Cynthia Blaine and other purchasers.
- Before development, a county-recorded document indicated the tract could include up to 150 multifamily dwellings in addition to single-family homes.
- The recorded plat identified a portion of the land as “future development” but did not specify multifamily or apartment use.
- Plaintiffs alleged Jones marketed the subdivision as single-family and, through silence, concealed an existing intent to construct a nearby apartment complex on the “future development” area.
- After purchasing, plaintiffs learned Jones intended to and did construct an apartment complex, and they claimed diminished property values and that they would not have purchased had they known.

## Issues

1. Whether a subdivision developer selling single-family homes has a duty to disclose to purchasers its intent or plan to build apartments on adjacent or nearby property within the development tract, such that silence constitutes fraudulent concealment.
2. Whether the evidence supported the jury’s finding of fraud, including material nondisclosure, intent, and justifiable reliance.
3. Whether a civil conspiracy claim can stand where the alleged underlying wrongful act (fraudulent concealment) is not proven.

## Decision

- The Missouri Court of Appeals reversed the judgment for plaintiffs and directed entry of judgment for defendants.
- The court held plaintiffs failed to establish actionable fraud based on nondisclosure because defendants had no duty to disclose the contemplated apartment development under the circumstances shown.
- Because the fraud claim failed, the derivative civil conspiracy claim also failed.

## Legal Principles

- Fraud by silence or concealment requires a duty to speak; mere silence in an arm’s-length transaction is not actionable absent a recognized duty (e.g., fiduciary/confidential relationship or misleading partial disclosure).
- A plat’s designation of land as “future development,” without more, is not a representation that the area will be limited to single-family use.
- Publicly recorded land-use documents and plats are relevant to the reasonableness of a purchaser’s reliance and to whether a developer’s silence is deceptive.
- Civil conspiracy is not independently actionable; it requires proof of an underlying unlawful act, and it fails when the underlying tort is not established.

## Conclusion

The court set aside the homeowners’ jury verdict, concluding the developer’s nondisclosure of a planned apartment complex was not fraud without a duty to disclose, particularly given recorded documents and a plat indicating “future development,” and it dismissed the conspiracy theory because no underlying fraud was proven.


Blaine v. J.E. Jones Constr. Co., 841 S.W.2d 703 (Mo. Ct. App. 1992)