Henkel v. Hewitt Agency, Inc.

Montana Supreme Court

Henkel v. Hewitt Agency, Inc.

671 P.2d 582, 206 Mont. 303, 1983 Mont. LEXIS 839

CourtMontana Supreme Court

DecidedOctober 20, 1983

Docket82-017

StatusPublished

Cited by1 cases

This text of 671 P.2d 582 (Henkel v. Hewitt Agency, Inc.) is published on Counsel Stack Legal Research, covering Montana Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Henkel v. Hewitt Agency, Inc., 671 P.2d 582, 206 Mont. 303, 1983 Mont. LEXIS 839 (Mo. 1983).

Pincite

Opinion

MR. JUSTICE SHEA

delivered the opinion of the Court.

Hewitt Agency, Inc. appeals an order of the Yellowstone County District Court requiring the agency to sell certain property to the plaintiffs pursuant to the terms of a buy-sell agreement signed by Jean Houle. Jean Houle is the majority stockholder of the corporation, one of its three directors, its president, general manager, and real estate agent. Plaintiffs’ interests are primarily represented by Stuart Henkel, a licensed real estate broker with many years experience. The trial court held that Jean Houle, as president, had actual and ostensible authority to bind the corporation. It entered an order of specific performance. Hewitt Agency appeals, claiming Houle’s lack of authority to bind the corporation invalidates the contract. We reverse the trial court based on indefiniteness of the original buy-sell agreement.

[lj None of the issues raised on appeal address the issue of specificity and definiteness of the terms of the agreement. We raise the issue under the plain error doctrine, and find it dispositive.

The agreement lists a contract price of $160,000. Interest was initially set at 7 Vi percent per annum. It was modified by the consent of the parties to 9 Vi percent per annum. Interest was to begin July 1, 1978. Monthly payments of $1,000 were to commence August 1, 1978.

At 7 Vi interest, the annual interest totaled $12,000. The monthly payments covered only the interest. The agreement made no provision for payment of the principal. When the parties adjusted the interest rate to 9Vi percent, *305 the annual interest was $15,200. The monthly payments of $1,000 now would not even cover interest. Still no provision was made for payment of the principal.

Only where all the terms of the agreement are definite may a contract be specifically enforced. The terms of this buy-sell agreement are so indefinite as to be without meaning unless rewritten. If the terms must be rewritten, they cannot be specifically enforced.

The judgment granting specific performance is reversed.

MR. CHIEF JUSTICE HASWELL and JUSTICES HARRISON, WEBER, MORRISON, SHEEHY and GULBRANDSON concur.

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

MR. JUSTICE SHEA

delivered the opinion of the Court.

Hewitt Agency, Inc. appeals an order of the Yellowstone County District Court requiring the agency to sell certain property to the plaintiffs pursuant to the terms of a buy-sell agreement signed by Jean Houle. Jean Houle is the majority stockholder of the corporation, one of its three directors, its president, general manager, and real estate agent. Plaintiffs’ interests are primarily represented by Stuart Henkel, a licensed real estate broker with many years experience. The trial court held that Jean Houle, as president, had actual and ostensible authority to bind the corporation. It entered an order of specific performance. Hewitt Agency appeals, claiming Houle’s lack of authority to bind the corporation invalidates the contract. We reverse the trial court based on indefiniteness of the original buy-sell agreement.

[lj None of the issues raised on appeal address the issue of specificity and definiteness of the terms of the agreement. We raise the issue under the plain error doctrine, and find it dispositive.

The agreement lists a contract price of $160,000. Interest was initially set at 7 Vi percent per annum. It was modified by the consent of the parties to 9 Vi percent per annum. Interest was to begin July 1, 1978. Monthly payments of $1,000 were to commence August 1, 1978.

At 7 Vi interest, the annual interest totaled $12,000. The monthly payments covered only the interest. The agreement made no provision for payment of the principal. When the parties adjusted the interest rate to 9Vi percent, *305 the annual interest was $15,200. The monthly payments of $1,000 now would not even cover interest. Still no provision was made for payment of the principal.

Only where all the terms of the agreement are definite may a contract be specifically enforced. The terms of this buy-sell agreement are so indefinite as to be without meaning unless rewritten. If the terms must be rewritten, they cannot be specifically enforced.

The judgment granting specific performance is reversed.

MR. CHIEF JUSTICE HASWELL and JUSTICES HARRISON, WEBER, MORRISON, SHEEHY and GULBRANDSON concur.

Cite This Page — Counsel Stack

Bluebook (online)

671 P.2d 582, 206 Mont. 303, 1983 Mont. LEXIS 839, Counsel Stack Legal Research, https://law.counselstack.com/opinion/henkel-v-hewitt-agency-inc-mont-1983.

Opinion

Related

Cite This Page — Counsel Stack