## Facts

- C. B. Chapman, doing business as Southern Land Co., held an option to purchase a Virginia farm (the “Winslow” farm).
- Mr. and Mrs. Saxby bought the farm after Chapman allegedly represented that he owned it and that it could not be purchased for less than $8,000.
- The Saxbys alleged the true owners were willing to sell for $4,000 and that Chapman’s ownership and price statements were false and fraudulent.
- Chapman also allegedly represented the farm had at least 150 acres of pine timber with about 20 acres burned; the Saxbys alleged it actually had about 120 acres of timber with about 60 acres burned.
- The Saxbys further attributed to Chapman estimates about timber price and expected crop yields that did not materialize after purchase.
- More than two years after the sale closed, the Saxbys sued at law for damages for deceit based on these alleged misrepresentations.
- The trial court sustained a demurrer to the amended declaration and dismissed the action; the Saxbys sought appellate review.

## Issues

1. Whether an option holder’s statement that land “cannot be bought for less than” a stated price is actionable fraud when the underlying owners allegedly would have sold for less.
2. Whether an option holder’s representation that he “owned” the land is actionable fraud when he in fact held only an option.
3. Whether representations about timber acreage, extent of fire damage, and expected value or productivity are actionable misrepresentations of existing fact or nonactionable opinions/estimates.

## Decision

- The court affirmed the judgment sustaining the demurrer and dismissing the action.
- During the option period, the option holder controlled whether the land would be sold and at what price; therefore, stating a minimum purchase price was not a false representation supporting deceit.
- The alleged misstatement of “ownership” was immaterial in the context of a sale controlled by the option holder’s contractual power to set the resale terms.
- Statements about timber acreage, burned area, timber price, and crop yields were treated as opinions, estimates, or predictions about value and future results, not actionable misrepresentations of existing fact.
- Because the alleged statements were either immaterial or nonactionable, the amended declaration did not state a cause of action for deceit.

## Legal Principles

- A damages action for fraud requires a misrepresentation of an existing material fact; expressions of opinion, judgment, or estimates—however confidently stated—do not constitute actionable fraud.
- Where a seller’s ability to convey and set terms derives from an option, a statement that the property cannot be bought for less than a stated amount is generally a statement of the price at which the option holder is willing to sell, not a fraudulent assertion about the owner’s willingness to accept less.
- An inaccurate representation about the precise form of the seller’s interest (ownership versus option) is not actionable if it is not material to the transaction’s economic substance as pleaded.
- Forward-looking statements about expected market price or agricultural yield are typically treated as nonbinding predictions rather than representations of present, objectively verifiable fact.

## Conclusion

The court held that the buyers’ deceit claim failed as a matter of pleading because the option holder’s minimum-price statement was not fraudulent, the asserted “ownership” misstatement was immaterial, and the remaining statements were nonactionable opinions or estimates; the dismissal on demurrer was therefore affirmed.


Saxby v. S. Land Co., 109 Va. 196, 63 S.E. 423 (Va. 1909)