Mahaffey v. Kwon

659 S.W.2d 562, 1983 Mo. App. LEXIS 3534
CourtMissouri Court of Appeals
DecidedSeptember 27, 1983
DocketNo. 44972
StatusPublished
Cited by3 cases

This text of 659 S.W.2d 562 (Mahaffey v. Kwon) 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
Mahaffey v. Kwon, 659 S.W.2d 562, 1983 Mo. App. LEXIS 3534 (Mo. Ct. App. 1983).

Opinion

STEPHAN, Judge.

Plaintiffs James and Helen Mahaffey appeal from a judgment for defendants James 0. Kwon, Terre Du Lac Homes, Inc., and Terre Du Lac, Inc., entered at the close of plaintiffs’ case on Count I of their petition seeking reformation of a contract. Plaintiffs sought damages in other counts; but, by agreement of the parties, the equitable claim for reformation was tried to the court without a jury. The judgment for the defendants was designated as final for purposes of appeal. In apparent response to plaintiffs’ request for findings of fact and conclusions of law the trial court’s judgment was accompanied by a memorandum opinion. On the basis of the record before us, we are of the opinion that judgment for defendants at the close of plaintiffs’ case was improvidently granted. We, therefore, reverse and remand for a new trial.

In September, 1976, plaintiffs resided in California, but purchased a lot at Terre Du Lac Development in St. Francois County, Missouri, in anticipation of relocating there. Plaintiffs talked to a representative and received information from Bust Home Builders about constructing a home on the lot. Plaintiffs moved to Missouri in March, 1977, and obtained competitive bids from other builders.

Mr. Mahaffey became a salesman for Terre Du Lac, Inc., and learned at a sales meeting in April, 1977, that his employer had taken over Bust Home Builders and was offering to build homes for its employees at cost plus seven percent. Mr. Mahaf-fey confirmed the offer with James Kwon, Senior Vice President of Terre Du Lac, Inc., and of Terre Du Lac Homes, Inc., who told plaintiff to deal with Robin Bust, Operations Manager of Terre Du Lac Homes, Inc.

On April 29, 1977, Mr. Bust submitted a proposal to plaintiffs, which contained Mr. Bust’s signature, a target price of $87,000, and a maximum price of $95,000. The latter figure, referred to in the testimony as the “not to exceed” or the “ceiling” price, represented the maximum amount plaintiffs would be required to pay regardless of cost overruns. Plaintiffs did not sign the proposal because these two figures were too high, although during the negotiations Mr. [564]*564Mahaffey struck through the $95,000 not-to-exceed figure and wrote in $92,450.

Mr. Bust subsequently prepared a proposal, dated May 5, 1977, with a not-to-exceed price of $92,458, and two target prices, $85,-000 in one column and $83,500 in the next. On May 9th, Mr. Bust presented the proposal to plaintiffs at Mr. Bust’s office. Because of the conflicting target prices, Mr. Mahaffey struck through them and with an asterisk noted on the document that the target price was to be changed to $83,212, an amount which Mr. Bust refigured on the spot. After this change was made, both Mr. Bust and plaintiffs signed the document and copies of it, the Mahaffeys signing on the cover sheet’s designated “acceptance” line. Because of the confusion created by the different target prices on the document, however, Mr. Bust and plaintiffs agreed to have it retyped.

The following day, May 10th, the Mahaf-feys met with Mr. Bust at his office. Bust testified that Mr. Mahaffey looked through the retyped contract and was given an affirmative response when Mahaffey asked whether the target price had been typed to reflect their agreement. Bust said nothing about any other changes in the retyped agreement. Plaintiffs testified that they thereafter signed this document without a close reading because they had no reason to believe the retyped contract reflected anything other than what they had agreed on the day before. Unbeknownst to the Ma-haffeys, the not-to-exceed clause had been deleted from the document when it was retyped under the supervision of Mr. Kwon. In deposition testimony introduced by plaintiffs, Kwon stated Bust knew of the deletion of the ceiling price; Bust denied having such knowledge at the time of the signing.

Mr. Mahaffey discovered the deletion of the words “not to exceed” in January, 1978, when he received a letter from Mr. Kwon demanding money in excess of what he believed he had contracted for.

In his deposition, Bust testified that Kwon had instructed him to delay the Ma-haffey project, and that Kwon’s orders to convert Bust’s former hourly employees to subcontractors resulted in an increased direct cost for Terre Du Lac Homes, Inc., which caused the actual cost incurred by Terre Du Lac Homes to run over the not-to-exceed price Bust and plaintiffs agreed upon. This sum, $25,039.22, was ordered by Kwon to be collected from the Mahaffeys. Plaintiffs subsequently commenced this suit for reformation.

In this court tried case, we are constrained to affirm the judgment of the trial court “unless there is no substantial evidence to support it, unless it is against the weight of the evidence, unless it erroneously declares the law, or unless it erroneously applies the law.” Murphy v. Carrón, 536 S.W.2d 30, 32 (Mo. banc 1976). In its judgment, the trial court held as a matter of law that the failure of the plaintiffs to read the retyped contract automatically operated as an absolute bar to their claim for reformation. Such a ruling is an erroneous declaration of the law, and a judgment based on such standard is an erroneous application of the law.

Generally, equitable relief is unavailable for fraudulent representations where the parties deal at arms’ length; and if a party relies on representations that would arouse the suspicions of one with ordinary prudence, or neglects means of information easily discoverable, he should bear the risk. However, this rule “has no application where a distinct and specific representation is made to be acted upon or for the purpose of inducing action and which has induced action.” Universal C.I.T. Credit Corporation v. Tatro, 416 S.W.2d 696, 703 (Mo.App.1967). In Tatro, plaintiff loan company agreed to lend money to the defendant if he obtained his wife’s signature on certain documents. The defendant forged her signature and returned the papers. The defendant received the loan without further discussion, or without the loan company’s comparing the signature on the documents with their own account cards bearing defendant’s wife’s true signature. The court concluded that there was a reasonable inference that the loan company [565]*565accepted the signatures as genuine, so that the borrower could not shield his fraud behind the alleged negligence of the other. Id. at 704. The accessibility of the wife’s signature card was of no moment, because the defendant’s delivery of the loan documents complete with his wife’s purported signatures constituted “a distinct and positive representation of fact” that her signatures were valid. The defendant’s representation was intended to induce and did in fact induce the plaintiff to complete the loan. Id. See also Dewey v. Jenkins, 567 S.W.2d 382 (Mo.App.1978).

So it is here by virtue of the formalities attended to during the signing of the May 9, 1977 agreement, i.e. serious negotiations as to target price, designated signature lines, the term “acceptance” printed on the form, and signing by both parties at the conclusions of the negotiations. The confusion brought about by various target prices and lines drawn through the rejected figures understandably occasioned the retyping in order to have a “clean” copy.

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659 S.W.2d 562, 1983 Mo. App. LEXIS 3534, Counsel Stack Legal Research, https://law.counselstack.com/opinion/mahaffey-v-kwon-moctapp-1983.