Kuhfeld v. Kuhfeld

292 N.W.2d 312, 1980 S.D. LEXIS 295
CourtSouth Dakota Supreme Court
DecidedMay 14, 1980
Docket12901
StatusPublished
Cited by23 cases

This text of 292 N.W.2d 312 (Kuhfeld v. Kuhfeld) is published on Counsel Stack Legal Research, covering South Dakota Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Kuhfeld v. Kuhfeld, 292 N.W.2d 312, 1980 S.D. LEXIS 295 (S.D. 1980).

Opinion

*314 POSHEIM, Justice.

This action involves the validity of an option agreement which ended with motions for summary judgment from all parties. The trial court granted summary judgment for appellees and denied the appellant’s motion. Both rulings are appealed. We reverse and remand.

Melvin, Ervin, and Edward Kuhfeld inherited 240 acres of land as tenants in common from their father, Herman A. Kuhfeld. On September 19, 1967, the day following entry of the decree of distribution in the estate, these instruments were executed: (1) A warranty deed from Melvin Kuhfeld and his wife Alice Jean Kuhfeld to Edward Kuhfeld granting him an undivided one-third interest in part of the inherited land; (2) a warranty deed from Ervin Kuhfeld and his wife Kay Kuhfeld to Edward Kuh-feld of an undivided one-third interest in the same real property; and (3) an option agreement, which is the subject of this lawsuit, signed by all four appellees granting an irrevocable option to Edward Kuhfeld to purchase the remainder of the land distributed.

The above documents represented a package agreement. Two parcels of approximately 80 acres each were the subject of the option agreement which provided that it “was exercisable at any time hereafter, and shall remain in full force and effect until exercised by the said Edward Kuh-feld.” The document further stipulated that it “is agreed and understood by the undersigned that this option shall extend to and be binding upon each of the parties to this option and to their heirs, personal representatives, successors and assignees.”

The appellees registered no objection to the option until January of 1979, following the defendant’s marriage and serious illness. Appellees then sought to have the option declared void. In March of 1979, however, the appellant gave notice of his intention to exercise the option and tendered performance. The appellees refused to perform and the appellant sought specific performance. The trial court concluded that the grantors intended to make the option exercisable forever and accordingly declared the option void.

The first issue is whether the option agreement was void for want of definiteness with respect to. time of performance. Appellant contends that the option agreement shows an intent to grant an option exercisable by the optionee only during his lifetime.

Although an option to purchase real estate is initially unilateral in nature, upon timely acceptance it becomes a mutually binding contract capable of enforcement and subject to the same rules as a bilateral contract. Renner v. Crisman, 80 S.D. 532, 127 N.W.2d 717 (1964). In a case involving a written contract for the purchase of land, the intention of the parties is generally to be gathered from the written provisions. Vaughn v. Rosencrance, 73 S.D. 36, 38 N.W.2d 822 (1949). The question thus distills to a review of the document to ascertain the time period.

It is essential to the validity of any contract, including an option agreement, that a definite time for performance either be stated in the contract or be ascertainable from the contract’s express or implied provisions. Annot. 31 A.L.R.3d 522 (1970). An option to purchase real property may be defined as a contract by which an owner of real property agrees with another person that the latter shall have the privilege of buying the property at a specified price within a specified time, or within a reasonable time in the future, and which imposes no obligation to purchase upon the person to whom it is given. Bratt v. Peterson, 31 Wis.2d 447, 143 N.W.2d 538 (1966); Phillips Petroleum Co. v. City of Omaha, 171 Neb. 457, 106 N.W.2d 727, 85 A.L.R.2d 570 (1960); Whitworth v. Enitai Lumber Co., 36 Wash.2d 767, 220 P.2d 328 (1950); 77 Am.Jur.2d Vendor and Purchaser, § 27 (1975). An option which is intended by its parties to run for an unlimited time is void; however, an option which is to remain open for a limited time, but in which no time is stated, is valid. Mohr Park Manor, Inc. v. Mohr, 83 Nev. 107, 424 P.2d 101, 31 A.L. *315 R.3d 513 (1967); Fleischman v. Zimmer-mann, 258 Wis. 194, 45 N.W.2d 616 (1951); 77 Am.Jur.2d Vendor and Purchaser § 32 (1975).

There is a strong tendency to construe an option or preemption right to be limited to the lives of the parties, unless there is clear evidence of a contrary intent. Waterstradt v. Snyder, 37 Mich.App. 400, 194 N.W.2d 389 (1971); Old Mission Peninsula School District v. French, 362 Mich. 546, 107 N.W.2d 758 (1961). The provision in the option agreement that it shall remain in full force and effect until exercised by Edward Kuhfeld indicates a personal right which would terminate upon his death. Words which fix an ascertainable fact or event, by which the term of a contract’s duration can be determined, make the contract definite and certain in that particular. Instruments for the payment of money which postpone payment until after death are not regarded as void for uncertainty as to time of payment for the reason that, in law, that is certain which will be rendered certain, and the contingency of the death of the maker is an event certain to occur. See: 17 Am.Jur.2d Contracts § 80 (1964); Annot. 1 A.L.R.2d 1178, § 5 (1948). The word “until” is limiting in effect and communicates a termination point. As defined by Black’s Law Dictionary (Rev. Fourth Ed.), “until” is a “word of limitation, used ordinarily to restrict that which precedes to what immediately follows it, and its office is to fix some point of time or some event upon the arrival or occurrence of which what precedes will cease to exist.” In this case, that which precedes the word “until” is the option right which will cease to exist upon the certain occurrence of Edward Kuhfeld’s death. This limitation, combined with the fact that the option right is personal to Edward Kuhfeld and no one else, indicates that the maximum time within which such right can be exercised is his life-time. We conclude that the- option to purchase will terminate on the death of the optionee and that the option therefore comes within the rule permitting it to remain open for a limited time even though no exact date is given. Waterstradt v. Snyder, supra; Mohr Park Manor, Inc. v. Mohr, supra. Having concluded that a time limit is specified for exercise of the option, we need not consider the further argument of appellant that where an option contains no time clause whatsoever, but which was not intended to remain open forever, the law will imply a reasonable time.

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

Related

Uhre Realty v. Tronnes
2024 S.D. 10 (South Dakota Supreme Court, 2024)
Laska v. Barr
2016 SD 13 (South Dakota Supreme Court, 2016)
Humble v. Wyant
2014 SD 4 (South Dakota Supreme Court, 2014)
Lamore Restaurant Group, LLC v. Akers
2008 SD 32 (South Dakota Supreme Court, 2008)
Nygaard v. Sioux Valley Hospitals & Health System
2007 SD 34 (South Dakota Supreme Court, 2007)
Ziegler Furniture & Funeral Home, Inc. v. Cicmanec
2006 SD 6 (South Dakota Supreme Court, 2006)
Thunderstik Lodge, Inc. v. Reuer
2000 SD 84 (South Dakota Supreme Court, 2000)
Thunderstick Lodge
2000 SD 84 (South Dakota Supreme Court, 2000)
Commercial Trust & Savings Bank v. Christensen
535 N.W.2d 853 (South Dakota Supreme Court, 1995)
Agristor Leasing v. Storley
725 F. Supp. 472 (D. South Dakota, 1989)
Heinert v. Home Federal Savings & Loan Ass'n of Sioux Falls
444 N.W.2d 718 (South Dakota Supreme Court, 1989)
Famous Brands, Inc. v. David Sherman Corporation
814 F.2d 517 (Eighth Circuit, 1987)
Quick v. Bakke, Kopp, Ballou & McFarlin, Inc.
380 N.W.2d 364 (South Dakota Supreme Court, 1986)
Carr v. Benike, Inc.
365 N.W.2d 4 (South Dakota Supreme Court, 1985)
Speck v. Anderson
318 N.W.2d 339 (South Dakota Supreme Court, 1982)
Central Bank & Trust Co. v. Kincaid
617 S.W.2d 32 (Kentucky Supreme Court, 1981)
Crowley v. Texaco, Inc.
306 N.W.2d 871 (South Dakota Supreme Court, 1981)

Cite This Page — Counsel Stack

Bluebook (online)
292 N.W.2d 312, 1980 S.D. LEXIS 295, Counsel Stack Legal Research, https://law.counselstack.com/opinion/kuhfeld-v-kuhfeld-sd-1980.