Holbert v. Whitaker

87 S.W.3d 360, 2002 Mo. App. LEXIS 1861, 2002 WL 31011156
CourtMissouri Court of Appeals
DecidedSeptember 10, 2002
DocketED 80388
StatusPublished
Cited by8 cases

This text of 87 S.W.3d 360 (Holbert v. Whitaker) is published on Counsel Stack Legal Research, covering Missouri Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Holbert v. Whitaker, 87 S.W.3d 360, 2002 Mo. App. LEXIS 1861, 2002 WL 31011156 (Mo. Ct. App. 2002).

Opinion

GLENN A. NORTON, Judge.

Ralph Whitaker appeals a judgment finding that he breached his contract for the purchase of two tracts of the Holberts’ farm. We affirm.

I. BACKGROUND

The Holberts’ farm was enrolled in a USDA Freedom to Farm Program, which provided cash subsidies for the crop base on the farm. The Holberts divided the farm into tracts for individual sale at auction. The bill of sale for the auction described each tract: certain tracts contained tillable land and others, including tracts 7 and 11, were pasture lands. It noted that the entire farm was enrolled in the farm program, but did not indicate which tracts included the farm’s crop base. The bill of sale also stated that “[a]ll announcements made at the auction shall take precedence over any prior advertising, either oral or written.”

Whitaker saw the bill of sale and went out to look at the Holberts’ farm several times before the auction. He was particularly interested in pasture lands and hay ground at the time. He had no immediate plans to raise crops.

At the beginning of the auction, the auctioneer announced that the crop base would be prorated based on tillable acres on tracts 1, 4 and 5 only. Whitaker did not bid on tracts 1, 4, 5, or any of the tracts with tillable land. He was the successful bidder on tracts 7 and 11. After each successful bid, Whitaker signed a Memorandum of Real Estate Purchase, in which he agreed to purchase each tract “subject to ... restrictions of record and restrictions disclosed ...” At the end of *362 the auction, Whitaker and the Holberts signed Purchase Agreements relating to each tract. Each agreement provided that the sale was “subject to” the terms of the farm program.

After the auction, the Holberts sent letters to the buyers explaining the percentage of crop base allotted to each tract they purchased according to the allocation announced at the auction. Whitaker received letters for tracts 7 and 11, indicating that his share of crop base on each tract was 0%. The letters stated that the Farm Service Agency required both parties’ signatures on the letters for its records and directed Whitaker to sign them. Whitaker refused to sign the letters. He claimed that the local FSA office told him that he was not required to sign. Whitaker claimed that the FSA told him that if he did not sign, then a committee would decide how the crop base was allocated and, under their designation, tracts 7 and 11 might receive a share of the crop base.

The Holberts filed a petition alleging that Whitaker had breached the contracts by failing to execute the letters and requested that the contracts be declared null and void. Whitaker filed a counterclaim alleging that the Holberts breached the contracts and caused him damages. Among other documents, the bill of sale, a transcript and videotape of the auction announcements, the Memorandums, the Purchase Agreements, the farm program regulations and the Holberts’ letters were admitted into evidence at the bench trial.

The trial court found that the Memorandums and Purchase Agreements constituted the parties’ written contracts. The court concluded that the contracts were ambiguous as to the restrictions disclosed at the time of the auction and as to the terms of the farm program. The court resolved the ambiguity by reference to parol evidence, which it concluded showed that Whitaker was required to sign the letters to effectuate allocation of the crop base. By refusing to sign them, Whitaker breached the contract. The court ordered that the contract was rescinded and entered judgment in the Holberts’ favor on their claim and on Whitaker’s counterclaim.

II. DISCUSSION

On review of this court-tried case, we will sustain the judgment of the trial court unless there is no substantial evidence to support it, it is against the weight of the evidence, it erroneously declares the law, or it erroneously applies the law. Murphy v. Carron, 536 S.W.2d 30, 32 (Mo. banc 1976). We accept the evidence and inferences favorable to the prevailing party and disregard all contrary evidence. Lake Cable, Inc. v. Trittler, 914 S.W.2d 431, 434 (Mo.App. E.D.1996). The interpretation of this contract is a question of law that we review de novo. Leventhal v. Trustmark Ins. Co., 39 S.W.3d 46, 50 (Mo.App. E.D.2001).

A. Breach of Contract by Whitaker

In Points I, II, III and V, Whitaker argues that the terms of these contracts are wholly contained in the Purchase Agreements alone, which are unambiguous and do not obligate Whitaker to waive participation in the farm program. In fact, he contends, no written agreement sufficient under the statute of frauds exists showing any such obligation. The Hol-berts argue that extrinsic evidence was properly considered to make certain the incomplete and ambiguous terms of the Purchase Agreements and show that, consistent with the written terms, Whitaker intended to buy two tracts with no crop base. Because these points overlap and are dispositive of each other, we discuss them together.

*363 The parties agree that the Purchase Agreements are at least part of the written documentation of their contracts. These Purchase Agreements contain the essential terms of this real estate contract — parties, subject matter, price, consideration and promises upon both sides— and are signed by Whitaker. These writings satisfy the statute of frauds. See Peet v. Randolph, 33 S.W.3d 614, 619 (Mo.App. E.D.2000); section 432.010 RSMo 2000. From these writings, it is unclear whether Whitaker has agreed to the designation of crop base to tracts 1, 4 and 5, and not to tracts 7 and 11. But a writing need not contain every term of the agreement to satisfy the statute of frauds, and indefinite terms may be clarified by reference to extrinsic evidence. Peet, 33 S.W.3d at 619.

“The cardinal rule in the interpretation of a contract is to ascertain the intention of the parties and to give effect to that intention.” J.E. Hathman, Inc. v. Sigma Alpha Epsilon Club, 491 S.W.2d 261, 264 (Mo. banc 1973). Where the parties have expressed their final and complete agreement in writing and there is no ambiguity in the contract, the intent of the parties must be determined solely from the four corners of the contract itself. Mid Rivers Mall, L.L.C. v. McManmon, 37 S.W.3d 253, 255 (Mo.App. E.D.2000). A complete and unambiguous writing cannot be varied or contradicted by extrinsic evidence. State ex rel. Missouri Highway and Transp. Com’n v. Maryville Land Partnership, 62 S.W.3d 485, 489 (Mo.App. E.D.2001).

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Bluebook (online)
87 S.W.3d 360, 2002 Mo. App. LEXIS 1861, 2002 WL 31011156, Counsel Stack Legal Research, https://law.counselstack.com/opinion/holbert-v-whitaker-moctapp-2002.