Matter of Estate of Claussen

482 N.W.2d 381, 1992 WL 48597
CourtSupreme Court of Iowa
DecidedMarch 18, 1992
Docket90-1774
StatusPublished
Cited by11 cases

This text of 482 N.W.2d 381 (Matter of Estate of Claussen) is published on Counsel Stack Legal Research, covering Supreme Court of Iowa primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Matter of Estate of Claussen, 482 N.W.2d 381, 1992 WL 48597 (iowa 1992).

Opinion

482 N.W.2d 381 (1992)

In the Matter of the ESTATE OF Leona CLAUSSEN, Deceased.
Evelyn CLAUSSEN, Appellee,
v.
Verna FELDPAUSCH and Gladys Helkenn, Executors, Appellants.

No. 90-1774.

Supreme Court of Iowa.

March 18, 1992.

*382 John T. Flynn of Brubaker, Flynn and Darland, P.C., Davenport, and Therese M. Sizer of Betty, Neuman and McMahon, Davenport, for appellants.

Paul L. Macek of Dircks, Ridenour, Norman and Macek, Davenport, as guardian ad litem for appellee Janelle Claussen, a minor.

Daniel J. Condon of Condon, Peavey and Schirman, DeWitt, and Gary J. Rolfes of Mayer, Mayer, Lonergan and Rolfes, Clinton, for appellee.

Considered by McGIVERIN, C.J., and HARRIS, SCHULTZ, CARTER, and SNELL, JJ.

McGIVERIN, Chief Justice.

Appellants Verna Feldpausch and Gladys Helkenn, executors of the estate of Leona Claussen, appeal from a district court ruling mandating specific performance of an option contract between Leona Claussen and Evelyn Claussen. We affirm.

I. Background facts and proceedings. Clarence and Leona Claussen, husband and wife, owned certain farm land in Scott county as joint tenants with rights of survivorship. In May 1975, they sold eighty acres of this farm land to Delmar and Evelyn Claussen, husband and wife. Delmar and Evelyn took their interest in this property as joint tenants with rights of survivorship. One provision of the parties' real estate contract granted to Delmar and Evelyn the option to purchase an additional forty acres adjacent to the farm land which they were then purchasing.

This option clause entitled Delmar and Evelyn to purchase the forty acres

for the sum of Eight Hundred ($800.00) Dollars per acre, payable Five Thousand ($5,000.00) at time of closing and the balance at the rate of Three Thousand ($3,000.00) Dollar[s] a year commencing on the 1st day of March of the next year after the date of closing, with interest at six (6%) percent per annum....

The option clause required all principal and interest to be paid by March 1, 1991, and provided that

if not exercised during the life time of the Seller, [the option] shall continue for six months after the death of the survivor *383 of the Seller, and if not exercised in that time shall cease and no longer be effective or valid.

Clarence Claussen, Leona's husband, died in July 1982, and Delmar Claussen, Evelyn's husband, died in October 1983. Leona and Evelyn received the interests of their deceased husbands in their respective parcels of farm land by virtue of being the surviving joint tenants.

Leona Claussen died on December 22, 1989. Her estate was opened and appellants Verna Feldpausch and Gladys Helkenn were appointed executors thereof. Shortly thereafter, on February 19, 1990, Evelyn mailed to the executors and their attorney a notice of her election to exercise the option to purchase the forty acres of farm land in accordance with the May 1975 real estate contract. The executors responded that they did not believe that the option was legally valid, whereupon Evelyn filed in the estate proceeding an application for specific performance of the option and a claim for a court officer deed to the farm land described therein. See Iowa Code §§ 633.97, 633.418, 633.419 (1989).

The executors filed a resistance to Evelyn's application for specific performance and a notice of disallowance of Evelyn's claim. See Iowa Code § 633.439. They contended that the option did not constitute a legally binding contract, asserting that it was not supported by sufficient consideration, that it was not properly exercised, and that it constituted an unreasonable restraint on alienation of property. The district court disagreed with the executors' assertions and, after an evidentiary hearing, ordered that Evelyn was entitled to specific performance of the option.

The executors have appealed, and we now consider the issues raised.[1] Our review is de novo in this equity action. Figge v. Clark, 174 N.W.2d 432, 434 (Iowa 1970); Iowa R.App.P. 4.

II. Defense of lack of consideration. On this appeal, the executors contend that the May 1975 real estate contract actually constituted two distinct agreements: one for the immediate purchase of eighty acres of farm land, and one for the option to purchase an additional forty acres of farm land. They assert that the consideration stated in the contract, part of which was payable immediately and the remainder of which was payable in installments, supported only the agreement for immediate purchase, and hence that the option agreement was not supported by any consideration. Among other things, they argue that because the option agreement was not supported by any consideration, the district court erred in ordering that Evelyn was entitled to specific performance thereof. See, e.g., Federal Land Bank v. Woods, 480 N.W.2d 61, 66 (Iowa 1992) (detailing defense of lack of consideration). We disagree.

The question of whether a given contract is to be considered as a single agreement or several, separable agreements is largely one of the parties' intent, which is to be determined from the language the parties have used and the subject matter of the contract. Pacific Timber Co. v. Iowa Windmill & Pump Co., 135 Iowa 308, 310, 112 N.W. 771 (1907). As a general rule, however, a contract constitutes a single agreement when, by its terms, nature, and purpose, it contemplates that each and all of its parts and the consideration stated shall be common each to the other and interdependent. Id. at 310, 112 N.W. at 771; 17A Am.Jur.2d Contracts § 390, at 416 (1991). More specifically, if the consideration stated in a contract is single or entire, the contract likewise is single or entire, despite the fact that it may consist of several distinct and independent items. Peek v. New York Life Ins. Co., 206 Iowa 1237, 1241, 219 N.W. 487, 488 (1928); Pacific Timber, 135 Iowa at 311-12, 112 N.W. at 772; 17A Am.Jur.2d Contracts § 418, at 443-44 (1991). Thus, one consideration stated in a contract may support any number of promises. Lange v. *384 Nissen, 208 Iowa 211, 214, 225 N.W. 266, 268 (1929).

Our review of the May 1975 real estate contract leads us to conclude that it was intended to be a single, non-severable agreement. The several distinct items recited therein, including the purchase agreement and the option agreement, were interdependent and supported by a common consideration. We discern no language in the contract indicating that it was intended to constitute anything other than a single agreement supported by a single consideration.

We therefore conclude that the option clause contained in the May 1975 real estate contract was supported by consideration. Accordingly, we affirm the district court ruling as to this assignment of error.

III. Proper exercise of the option. On this appeal, the executors contend that Evelyn did not properly exercise the option and that, as a result, she is not entitled to specific performance thereof.

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