Bauman v. Nutter

328 N.W.2d 354, 1982 Iowa App. LEXIS 1454
CourtCourt of Appeals of Iowa
DecidedOctober 28, 1982
DocketNo. 2-67191
StatusPublished
Cited by2 cases

This text of 328 N.W.2d 354 (Bauman v. Nutter) is published on Counsel Stack Legal Research, covering Court of Appeals of Iowa primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Bauman v. Nutter, 328 N.W.2d 354, 1982 Iowa App. LEXIS 1454 (iowactapp 1982).

Opinion

OXBERGER, Chief Judge.

Plaintiff Melvin L. Bauman filed suit in district court seeking to compel performance of a purchase agreement for a 151-acre property owned by the defendants, Carl and Mildred I. Nutter. The agreement between Bauman and the Nutters was duly signed and specified a sale price of $75,500. After the filing of the plaintiffs petition, the Nutters filed a cross-petition against James A. Stanley and John Hynd, real estate brokers, seeking damages for breach of fiduciary relationship, false representation, and negligence. A counterclaim was then filed by John Hynd against the Nutters, seeking commission due from the sale of the Nutters’ land. After a lengthy trial, the trial court granted plaintiff’s request for specific performance and allowed Hynd’s claim for commission. The Nutters appealed.

The facts of this case are rather lengthy and complex. The 151 acres owned by the Nutters were listed with Davitt Realty to be sold at $750 per acre. The record indicates that the Nutters told Davitt that the $750 price was firm and that they would take no less. Moreover, the record discloses that the Nutters had rejected offers for less than $750 per acre in the past. The listing agreement with Davitt also specified that the property might be listed with the Multiple Listing Service, a communication exchange that allows members to share information.

Bauman first learned of the sale of the Nutters’ property from Jim Stanley. John Hynd, Stanley’s employer, a real estate salesman primarily involved with the purchasing of real estate and not a member of the Multiple Listing Service, learned of the sale of the Nutters’ property from his cousin, who was a member. The rules of the Multiple Listing Service prohibited sharing such information with nonmembers. Stanley acquired Bauman’s signature to a purchase agreement that was later presented to the Nutters. Stanley presented the agreement to Davitt Realty, who told him that the Nutters would not accept any offer lower than $750 per acre. Against Davitt’s advice, Stanley nonetheless presented the agreement to the Nutters, who signed it.

[356]*356I. Scope of Review

Plaintiffs claim for specific performance is in equity. Our review of equitable proceedings is de novo. Iowa R.App.P. 4. Our responsibility is to review the facts as well as the law and to determine rights anew from the credible evidence on properly presented and preserved issues. In re Marriage of Full, 255 N.W.2d 153, 158 (Iowa 1977). While we give weight to the findings of the trial court, especially where the credibility of witnesses is involved, we are not bound by them. In re Marriage of Novak, 220 N.W.2d 592, 597 (Iowa 1974); Iowa R.App.P. 14(f)(7).

II. Specific Performance

Specific performance being wholly discretionary, various grounds have been used for its denial. Among them are:

1. Hardship.
2. Where granting of specific performance would prove harsh, oppressive or unconscionable.
3. Where the consideration for the contract is equitably inadequate, though sufficient as a technical matter at law.
4. Where there was mistake on part of the defendants, though such mistake was not such as to warrant the invalidating of the contract.
5. Where the party seeking to enforce the contract specifically, made innocent misrepresentations relied upon by defendant, or where the enforcing party was otherwise guilty of inequitable conduct.

Clayburg v. Whitt, 171 N.W.2d 623, 631-32 (Iowa 1969). In the instant case, the plaintiff seeks specific performance of a written contract. The defendants, on the other hand, contend that specific performance should not be granted and seek a rescission of the contract. In particular, the Nutters claim that when Stanley approached them with an agreement signed by Bauman, they mistakenly assumed that Stanley was from Davitt Realty and that the contract price represented their asking price, $750 per acre or a total sale price of $113,250. The defendants contend that to enforce such a contract would not be equitable. In contrast, the plaintiff claims that the defendants are bound by their signatures on the agreement. We agree with the defendants that the equities are such that specific performance should not be granted. See generally Skubal v. Meeker, 279 N.W.2d 23, 27 (Iowa 1979) (“invocation of equity jurisdiction permits the necessary flexibility to work out equities between the parties.”).

A. Mistake

“It is a general rule of law . .. that one who signs a written instrument without reading it is bound thereby, and will be precluded by his own negligence from claiming that he did not know its contents. It is equally well established, however, that if a person is induced to sign an instrument without reading it through some trick or artifice or false representation on the part of another, he will not be estopped to deny the validity of the instrument to which his signature was thus procured.”

International Transportation Association v. Atlantic Canning Co., 216 Iowa 339, 343-44, 249 N.W. 240, 242 (1933) (citations omitted). In the case at bar, the Nutters thought that Stanley- worked for Davitt Realty and trusted that the agreement included a price of $750 per acre. The Nutters therefore contend that their failure to break down the total sale price to a per-acre figure was wrongfully induced by Stanley, the real estate broker who presented them with the agreement. We agree.

The testimony at trial revealed that when Stanley first approached Carl Nutter, Stanley said, “We’ve sold your Osceola farm, and I have a purchase agreement here. If you care to look it over and want to sign it, you may do so.” Similarly, Mildred Nutter testified that Stanley said, “I sold your place for you.” Stanley, however, did not identify himself as not being associated with Davitt Realty, the broker with whom the Nutters had a listing agreement. Moreover, Stanley did not “go through the [agreement] with [Carl Nutter] piece by piece by piece.” We also note that the sale price in the contract was not expressed on a [357]*357per-acre basis; rather, it was listed as a net price. Most important, Stanley, knowing that the Nutters would not sell for less than $750 per acre, “just handed [the agreement] to” Carl Nutter without any indication whatsoever that the most important term, viz., the sale price, less than that for which the Nutters had asked. Stanley’s concealment of this knowledge is a “trick or artifice” within the meaning of International Transportation Association.

In reaching this conclusion, we are not unaware that the Nutters might have made an unwarranted assumption that Stanley had procured an offer for $750 per acre. In short, we do not condone the Nutters’ apparent carelessness. See Midland Mortgage Co. v. Rice, 197 Iowa 711, 714, 198 N.W. 24, 27 (1924) (party to a contract should suffer consequences of its own carelessness).

Free access — add to your briefcase to read the full text and ask questions with AI

Related

State v. Ashley
462 N.W.2d 279 (Supreme Court of Iowa, 1990)
Thorp Credit, Inc. v. Wuchter
412 N.W.2d 641 (Court of Appeals of Iowa, 1987)

Cite This Page — Counsel Stack

Bluebook (online)
328 N.W.2d 354, 1982 Iowa App. LEXIS 1454, Counsel Stack Legal Research, https://law.counselstack.com/opinion/bauman-v-nutter-iowactapp-1982.