Douglas v. Johnson

266 N.W.2d 300, 83 Wis. 2d 531, 1978 Wisc. LEXIS 1004
CourtWisconsin Supreme Court
DecidedJune 6, 1978
DocketNo. 75-398
StatusPublished
Cited by1 cases

This text of 266 N.W.2d 300 (Douglas v. Johnson) is published on Counsel Stack Legal Research, covering Wisconsin Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Douglas v. Johnson, 266 N.W.2d 300, 83 Wis. 2d 531, 1978 Wisc. LEXIS 1004 (Wis. 1978).

Opinion

HEFFERNAN, J.

This is an appeal from a judgment which granted the plaintiff buyers, Charles and Bonnie Douglas, judgment declaring their rights under a land contract. Charles and Bonnie Douglas, hereinafter referred to as buyers, purchased a farm from Ervin and Phyllis Johnson, hereinafter referred to as sellers.

The land contract was entered into for the sale of a 330-acre dairy farm and was executed by the parties on November 4,1968.

The contract entered into is a land contract known as a “milk contract” or a “product-payment contract.” Contracts of this type have been proposed by the University of Wisconsin College of Agriculture as a means of protecting a farm buyer against adverse economic conditions and as protection to a seller against inflation. The land contract contemplated that payments be made by the payment of the gross proceeds of the sale of 935 pounds of milk per day for a period of twenty years. Proceeds were to be paid to the sellers monthly.

The initial valuation or purchase price of the farm was set at $200,000. Purchasers made a down payment of $10,000, leaving a balance of $190,000 due on the purchase price. It appears that the original computation, by which it was agreed that 935 pounds per day of milk was to be allocated to the payment of the contract, was based upon the then agreed price of milk at $4.85 per hundredweight. It was clearly understood by both parties that, in the event the price of milk would increase, the buyers would become obligated to pay a larger sum in dollars for the farm. Conversely, were the value of milk to fall, a [533]*533smaller sum in dollars would be required to pay for the farm. This understanding was based on the assumption that the value of farm land fluctuated in a reasonably direct relationship to the value of the milk produced on the farm.

Although the contract was basically prepared by Ervin Johnson, the seller, who was also an attorney, the contract was only executed after the buyers received legal advice. At the insistence of the buyers, prepayment clauses were inserted in the contract. These prepayment clauses provide:

“14. The Buyers shall have the right to prepay any part or all of the contract at the end of any calendar year. The amount of the prepayment shall be used to reduce the length of time that payments are to be made. In other words, if prepayments are made, it will reduce the number of years that payments shall be made from twenty years to a lesser period. In computing the amount of such reduction, milk shall be figured at the average price for the calendar year in which the prepayment is made and consideration shall also be given to the fact that the payment is being made at that time and not at the end of the period and thus the Buyers shall be credited with the interest factor figured at 6% per year. If in the year prepayment is made, the proceeds from 935 pounds of milk per day for the year has amounted to $15,000.00 and if the additional payment for that year would be $5,000.00, then the twenty year requirement shall be reduced by % of a year. In addition thereto the buyers shall receive the further credit which would be due them by reason of the facts that the Sellers would be receiving the use of this additional payment for the years remaining.
“15. If for any reason it is necessary to compute the balance remaining due on this contract at any particular time during the life of this contract, it shall be determined by figuring the price of milk at the average amount received by the said Ervin W. Johnson under the terms of this contract for the previous 12 months and multiplying this by the 935 pounds per day as required, times the remaining period in which the contract [534]*534has to run. However, this figure shall be reduced by discounting at the rate of 6% per year to compensate for the fact that the payment is being figured presently rather than being paid over a period of years.”

After the buyers took possession of the property, payments were made in accordance with the contract for a period of five years. In December of 1973, at the end of the fifth year of the term of the land contract, the buyers sought to pay off the entire balance pursuant to the prepayment clauses set forth in paragraphs 14 and 15 of the land contract.

The buyers and sellers were unable to reach an agreement on the amount owed; and in February of 1974, the buyers brought an action asking a declaration of their rights under the prepayment clauses. Basically, they ask that the court declare the method of calculating the amount which they were required to pay the sellers in full satisfaction of their obligations under the land contract. Particularly, they ask for a resolution of the amount due in the event of the prepayment of the balance.

Over the objections of the sellers, the action was tried before a jury. Each of the parties acknowledged that, in the event of prepayment, the amount due was to be determined by discounting the balance at the rate of six percent.

The buyers’ basic theory involved the use of a single-payment formula, that is, that the pay-off amount should be calculated by first multiplying the assumed monthly payment by the number of months remaining on the contract. The result of this calculation, they contend, would result in the total amount to which the discount factor should be applied. This figure was approximately $344,-000. The buyers then, by discounting the single payment at six percent, fifteen years in the future, and by using a single-payment discount table, arrived at a resultant pay-out figure of approximately $144,000.

[535]*535The sellers took the position that it was appropriate to use a monthly-annuity pay-off calculation, and they claimed that the pay-off amount must equal the present value of a series of payments for the remaining one hundred eighty months of the contract at an interest rate of six percent. The sellers argued that the pay-off amount would he that amount which, if deposited at one-half percent per month compounded interest, would allow the withdrawal of $1,915.48 a month for the remaining term of the contract and would result in a sum which, if so withdrawn, would reduce the balance to zero at the end of the term. If the calculations urged by the sellers were to be adopted, the sum due for prepayment purposes would be approximately $227,000, a difference of $83,000 more than the buyers’ figure.

Each side presented witnesses whose testimony tended to support its point of view. The buyers’ witnesses included a certified public accountant, a real estate broker, and one of their prelitigation attorneys who had been consulted in the preparation of the contract. The sellers’ experts were a University of Wisconsin professor of finance and economics and a bank official.

Each set of experts supported the basic approach of the parties who called them. The general meaning of the term, “discount,” was not in dispute, and each set of witnesses used substantially the same mathematical formula in arriving at the ultimate figure. However, the buyers insisted that the prepayment sum be computed on the basis of a single-payment calculation, while the sellers’ experts insisted that it was appropriate to base the calculation on a monthly series of payments.

As stated above, the sellers’ counsel insisted that the determination of the obligation under the contract should be decided by the court without recourse to a jury, because the contract was unambiguous.

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Bluebook (online)
266 N.W.2d 300, 83 Wis. 2d 531, 1978 Wisc. LEXIS 1004, Counsel Stack Legal Research, https://law.counselstack.com/opinion/douglas-v-johnson-wis-1978.