Garcia v. Sonoma Ranch East II, L.L.C.

2013 NMCA 42, 2013 NMCA 042, 3 N.M. 614
New Mexico Court of Appeals·Decided January 28, 2013·No. Docket 30,920·Published·Cited by 3 cases

Opinion

OPINION

WECHSLER, Judge.

{1} In this contract dispute, Plaintiffs Willie and Viola Garcia (the Garcias) executed an Option Agreement granting Defendant Sonoma Ranch East II, LLC or its designee (Sonoma Ranch) the option to purchase real property. When Sonoma Ranch failed to make a payment under the Option Agreement, the Garcias filed a breach of contract action seeking full payment of the sales price. The district court held that the failure of Sonoma Ranch to make a payment under the Option Agreement ended its obligations and any rights it possessed. The district court granted summary judgment to Sonoma Ranch. We affirm.

FACTUAL AND PROCEDURAL BACKGROUND

{2} The complaint and the undisputed facts upon which the district court entered summary judgment indicate that the parties entered into the Option Agreement on or about April 26, 2006. Under the Option Agreement, Sonoma Ranch acquired an option to purchase a 25.121 acre tract of the Garcias’ real property. The term of the option was from April 26, 2006 until May 31, 2015. The consideration for the grant of the option was $750,000, with $150,000 payable within fifteen days and annual payments of $ 100,000 plus six percent interest on the unpaid sum due. All principal sums paid were to be applied to the purchase price. The parties signed an escrow agreement and placed exchanged deeds with the escrow agent. Sonoma Ranch made the annual payment called for in the Option Agreement to the escrow agent in April 2007. On April 8, 2008, the escrow agent informed Sonoma Ranch of its annual payment due April 26, 2008. Sonoma Ranch did not make the payment.

{3} The Option Agreement contained other terms pertinent to the parties’ arguments. During the term of the Option Agreement, it required Sonoma Ranch to pay ad valorem real estate taxes and assessments and the Garcias to remove any liens or encumbrances as requested by Sonoma Ranch; to cooperate with Sonoma Ranch in its actions to obtain annexation and subdivision approval; and to provide Sonoma Ranch access to the property.

{4} The district court granted Sonoma Ranch’s motion for summary judgment. It determined that the terms of the Option Agreement were clear and unambiguous, that the Option Agreement “was for an option to purchase real estate and was terminated upon default by” Sonoma Ranch, and that by “not making the payment,” Sonoma Ranch ended its rights under the Option Agreement. The Garcias moved for reconsideration, alleging that Sonoma Ranch owed them the full amount of the consideration to acquire the option to purchase the real property because the Option Agreement did not provide for a different consideration if Sonoma Ranch elected to terminate the Option Agreement. The district court denied the motion for reconsideration.

{5} The Garcias appeal, making arguments that we recast as follows: (1) that summary judgment was not proper because there is a genuine issue of material fact as to whether the parties’ agreement was an option; (2) that the district court erred in determining that the Option Agreement terminated upon Sonoma Ranch’s non-payment; (3) that there are other genuine issues of fact remaining that preclude sirmmary judgment; (4) that if the terms of the Option Agreement are clear and unambiguous, Sonoma Ranch owes them $750,000 for the grant of the option; and (5) that estoppel bars any claim that there are no bilateral obligations under the Option Agreement.

THE AGREEMENT IN THIS CASE

{6} We initially discuss the agreement that underlies this appeal. The Garcias asserted in discovery and in their response in opposition to the motion for summary judgment that they believed that they were selling their property to Sonoma Ranch under an installment purchase agreement, and they assert in their brief in chief that they “continue to be under the impression that they sold the property to Sonoma Ranch.”

{7} According to the Garcias, when they entered negotiations with Sonoma Ranch, David Steinborn, Sonoma Ranch’s representative, “insisted on preparing a written agreement to confirm” the offer he had made for the Garcias’ property. The parties then signed a document entitled Realtors Association of New Mexico Purchase Agreement - Vacant Land on February 7, 2006, by which the Garcias were to sell the real property to Sonoma Ranch for $750,000 with a down payment of $150,000 and a loan for $600,000. The Option Agreement and other documents were executed on or about April 26, 2006. The district court determined that “[t]he agreement between the parties was for an option to purchase real estate.”

{8} The Garcias contend that the district court erred in this determination and that questions of fact remain concerning whether the transaction was a purchase and sale instead of an option. They assert that the requirements of the agreement of establishing an escrow account and procuring title insurance are more consistent with a purchase and sale than an option and that inconsistencies in the document appear to indicate that the documents are incomplete. The Garcias have thus raised the issue of whether the parties intended a contract to purchase or an option to purchase.

{9} “Summaryjudgment is appropriate where there are no genuine issues of material fact and the movant is entitled to judgment as a matter of law.” Self v. United Parcel Serv., Inc., 1998-NMSC-046, ¶ 6, 126 N.M. 396, 970 P.2d 582. A court may consider evidence concerning the making of a contract in order to determine whether the contract before it is unclear or ambiguous. C.R. Anthony Co. v. Loretto Mall Partners, 112 N.M. 504, 508-09, 817 P.2d 238, 242-43 (1991). Generally, if a contract is ambiguous, resolution of the ambiguity in the contractual interpretation is a factual question. See id. at 507, 817 P.2d at 241. However, in determining whether “the parties’ expressions of mutual assent lack clarity” so as to present an ambiguity, “[i]f the evidence presented is so plain that no reasonable person could hold any way but one, then the court may interpret the meaning as a matter of law.” Mark V, Inc. v. Mellekas, 114 N.M. 778, 781, 845 P.2d 1232, 1235 (1993).

{10} The details of the agreements before us lead to the conclusion that there is no ambiguity and that we may interpret their meaning as a matter of law. W e first elaborate on these details. In February 2006, the parties entered into an agreement by using a Realtors Association of New Mexico purchase agreement form. The agreement refers to the parties as “buyer” and “seller,” and, among other things, states the purchase price, establishes the terms for closing, allocates closing costs, requires a survey/improvement location report and title insurance, and provides for an escrow account. Under the heading CASH OR FINANCING CONDITIONS AND OBLIGATIONS, the document states, “Real Estate Option. For terms, see attached addendum.” We are unable to locate an addendum in the record on appeal. The only other reference to an option in the documents signed on February 7, 2006 is the hand-written word “Option” written after the title “Realtors}] Association of New Mexico Purchase Agreement — Vacant Land” on the real estate licensee disclosure document.

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Garcia v. Sonoma Ranch East II, L.L.C., 2013 NMCA 42, 2013 NMCA 042, 3 N.M. 614 (N.M. Ct. App. 2013).

2013 NMCA 42 (Garcia v. Sonoma Ranch East II, L.L.C.) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

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