Rave v. Hauslein

2023 IL App (3d) 210610-U

• Court: Appellate Court of Illinois
• Decided: June 12, 2023
• Docket: 3-21-0610
• Status: Unpublished

Opinion

NOTICE: This order was filed under Supreme Court Rule 23 and is not precedent except in the limited circumstances allowed under Rule 23(e)(1).

2023 IL App (3d) 210610-U

Order filed June 12, 2023 ____________________________________________________________________________

IN THE

APPELLATE COURT OF ILLINOIS

THIRD DISTRICT

MARTI A. RAVE, TANNER J. RAVE, and ) Appeal from the Circuit Court KYLE O. RAVE, ) of the 10th Judicial Circuit, ) Tazewell County, Illinois. Plaintiffs-Appellants, ) ) Appeal No. 3-21-0610 v. ) Circuit No. 18-L-31 ) DAVID HAUSLEIN, ) The Honorable ) Bruce Fehrenbacher, Defendant-Appellee. ) Judge, Presiding. ____________________________________________________________________________

JUSTICE McDADE delivered the judgment of the court. Presiding Justice Holdridge and Justice Brennan concurred in the judgment. ____________________________________________________________________________

ORDER

¶1 Held: The circuit court erred when it granted summary judgment in favor of the defendant, as the real estate contract was not void or unenforceable for a lack of clarity in the property-description provision.

¶2 The plaintiffs, Marti Rave, Tanner Rave, and Kyle Rave, sued the defendant, David

Hauslein, for breach of contract regarding his failure to purchase certain property. Hauslein filed

a motion for summary judgment, alleging that the contract was void and unenforceable, which the circuit court granted. On appeal, the plaintiffs argue that the court erred when it granted

summary judgment in favor of Hauslein. We reverse and remand for further proceedings.

¶3 I. BACKGROUND

¶4 On March 2, 2018, the plaintiffs entered into a contract with Hauslein for the sale of

certain property for $65,000. In part, the contract required payment by March 12, 2018, and

described the property as follows:

“SEC 22 T26N R3W FELKERS SUBD 2ND EXT LOT 32 NE 1/4

Pin: 02-02-22-108-005

LEGAL DESCRIPTIONS AND PINS TO COME FROM ALLIANCE LAND TITLE, INC.

(exact legal descriptions shall be provided on title commitment.)”

¶5 The contract also contained two other provisions relevant to this appeal. First, the

contract required that the plaintiffs provide a written title commitment to Hauslein no less than

14 days before closing. Second, the contract contained the following integration clause:

“This Contract represents the entire agreement of the parties. No

covenants, agreements, representations or warranties of any kind have

been made by any party or agent of a party to this Contract, except as

specifically set forth herein. The parties expressly acknowledge that, in

executing this Contract, they have not relied on any prior or

contemporaneous oral or written representations, statements or

agreements, except as expressly set forth herein. Any modifications of the

terms of this Contract must be in writing and signed by both parties, in the

absence of which the terms of this Contract shall govern.”

2 ¶6 E-mails included in the record indicated that on February 22, 2018, Brenda Duncan, an

employee of Rave Homes, sent a plat of what the employee stated was 1830 Kern, Lot 4, to

plaintiff Tanner Rave. Tanner Rave, in turn, forwarded that e-mail to Hauslein, including that the

asking price was $70,000 and that he would “also look for a better plat[.]” Later that day, Tanner

Rave sent Hauslein another plat via e-mail. This second plat showed Lot 4 as well as portions of

Lots 5 and 19. It also included two separate legal descriptions: one of the tracts comprised of the

portions of Lots 5 and 19 and one of Lot 4 that included the portions of Lots 5 and 19.

¶7 Duncan sent an e-mail to Hauslein on February 23 stating that Tanner Rave told her

Hauslein was “purchasing the lot at 1830 Kern in Washington.” She further stated that Rave

Homes’s attorney would be compiling the necessary paperwork soon. On February 26, Hauslein

sent Duncan an e-mail asking for an update. She replied that the paperwork had not been

completed, adding that “I know they did the title work already[.]”

¶8 An administrative assistant for the plaintiffs’ attorney e-mailed Duncan a sales contract

on February 26, which Duncan forwarded to Hauslein. A corrected version of the contract was

sent to Hauslein on February 28. Hauslein signed the contract and on March 2 sent it to Duncan,

who forwarded it to the plaintiffs’ attorney’s office.

¶9 On March 6, Hauslein e-mailed Duncan with a request for an update on closing. Duncan

replied that the plaintiffs’ attorney’s office was waiting on the title search for the property. The

following day, Duncan e-mailed Hauslein the closing documents, including the title work, and

asked him whether he preferred March 9 or 12 for closing. Hauslein did not respond; he also

forwarded the documents to his attorney on the morning of March 9.

¶ 10 The title commitment reflected a date of February 28, 2018, in the amount of $65,000 to

Hauslein, and contained the following legal description:

3 “Lot 4 in TIMBER CREEKS ESTATES, SECTION THREE, a

Subdivision of part of the Northwest Quarter of Section 22, Township 26

North, Range 3 West of the Third Principal Meridian, as shown on Plat

recorded February 3, 2005 in Plat Book ‘BBB’, Pages 12-13, as Document

No. 05-02350, situated in TAZEWELL COUNTY, ILLINOIS.”

¶ 11 On March 9, Hauslein’s attorney sent a letter to the plaintiffs’ attorney to state that he

would not be proceeding with closing because the legal description of the property contained in

the contract was not accurate and because he was not provided with a title commitment within 14

days of closing.

¶ 12 On March 20, the plaintiffs filed a civil complaint against Hauslein, alleging a breach of

contract for failing to purchase the property, which it described as “1830 Kern, Washington,

Illinois.” The complaint also added the following accurate legal description:

“Lot 4 in Timber Creek Estates, Section 3, a subdivision of part of the

Northwest ¼ of Section 22, Township 26 North, Range 3 West, of the

Third Principal Meridian, as shown on Plat recorded February 3, 2005, in

Plat Book “BBB”, Pages 12-13, as Document Number 05-02350, situated

in Tazewell County, Illinois.”

¶ 13 The complaint alleged that the plaintiffs lost an interested buyer when Hauslein

represented that he intended to purchase the property “and that Plaintiffs bear the risk that they

will be required to sell the Property at a reduced price, or risk significant time on the market, and

the associated loss resulting therefrom.” The complaint sought damages exceeding $50,000.

¶ 14 In his answer, Hauslein alleged that the property described in the plaintiffs’ complaint

was not the property he agreed to purchase. He further claimed that there was no meeting of the

4 minds between the parties and therefore no enforceable contract. He also alleged that the

plaintiffs “did not and could not convey the property they promised to convey[.]”

¶ 15 Hauslein was deposed in 2019. In part, he stated that in early 2018, he drove past an

unimproved property in Washington that had a “Rave Homes” sign with a telephone number on

it. He called the number and began the process of purchasing the property. He also stated that the

second plat e-mailed to him—the one containing the legal description of Lot 4 with parts of Lots

5 and 19—was the basis for his continued interest in the property. He admitted that there were no

references in the e-mails to multiple lots but that there was in the contract itself. He also admitted

that he received the title commitment from the plaintiffs, adding that he “assume[d]” it was in the

closing documents sent to him on March 7, 2018.

¶ 16 Tanner Rave was also deposed in 2019. In part, he stated that he owned a lot in

Washington equally with the other two plaintiffs. He admitted that nowhere in the contract did it

state that Hauslein was purchasing 1830 Kern in Washington or Lot 4. He also admitted that the

legal description in the contract did not describe what the plaintiffs intended to sell and that it did

not describe a property that the plaintiffs ever owned. Regarding the plats he sent to Hauslein via

e-mail, he stated that the first plat he sent was not accurate regarding Lots 5 and 6 and the second

plat he sent did not contain a legal description of Lot 4 by itself. He also stated that the plaintiffs

could deliver legal title to the property identified by the property identification number (PIN)

included in the contract.

¶ 17 Regarding the “interested buyer” the plaintiffs allegedly lost when Hauslein agreed to

purchase the property, Tanner Rave stated that an individual had called to inquire about the

property. He relayed some information about the property to the caller, and the caller said he

would be in touch in the future. The caller never did so.

5 ¶ 18 On February 1, 2021, Hauslein filed a motion for summary judgment, alleging that the

contract was void and unenforceable for failing to include a certain and definite description of

the subject property and because the plaintiffs “did not provide evidence of title.” In their

response, the plaintiffs admitted that the contract contained an erroneous legal description of the

property but stated that the PIN it listed was correct. Thus, the plaintiffs alleged, inter alia, that

the dispute was over whether they intended to convey a single lot or whether Hauslein intended

to purchase more than just Lot 4.

¶ 19 The circuit court held a hearing on Hauslein’s motion for summary judgment on June 14,

2021, and issued its written ruling granting Hauslein’s motion the following day. In so ruling, the

court found that the parties agreed the property legally described in the contract was not a

description of the property the plaintiffs intended to sell or Hauslein intended to purchase.

Additionally, the court found that the property legally described appeared to have no connection

to any transaction contemplated by the parties. The court further found that the incorrect legal

description was not a mere scrivener’s error.

¶ 20 After their motion to reconsider was denied, the plaintiffs appealed.

¶ 21 II. ANALYSIS

¶ 22 On appeal, the plaintiffs argue that the circuit court erred when it granted summary

judgment in favor of Hauslein. More specifically, the plaintiffs argue that the contract was

ambiguous regarding the property intended to be conveyed and, therefore, parol evidence is

admissible to resolve the ambiguity. Because the ambiguity presents genuine issues of material

fact, the plaintiffs continue, summary judgment was inappropriate.

¶ 23 Summary judgment is appropriate “if the pleadings, depositions, and admissions on file,

together with the affidavits, if any, show that there is no genuine issue as to any material fact and

6 that the moving party is entitled to a judgment as a matter of law.” 735 ILCS 5/2-1005(c) (West

2018). When considering whether to grant summary judgment, “a court must construe the

evidence in the record strictly against the movant and should grant summary judgment only if the

movant’s right to a judgment is clear and free from doubt.” Monson v. City of Danville, 2018 IL

122486, ¶ 12. We review a circuit court’s decision on summary judgment de novo. Id.

¶ 24 Traditionally, Illinois courts have applied what is often called the “four corners” rule

when interpreting contracts. Air Safety, Inc. v. Teachers Realty Corp., 185 Ill. 2d 457, 462

(1999). Our supreme court has defined this rule as follows:

“An agreement, when reduced to writing, must be presumed to speak the

intention of the parties who signed it. It speaks for itself, and the intention

with which it was executed must be determined from the language used. It

is not to be changed by extrinsic evidence.” Western Illinois Oil Co. v.

Thompson, 26 Ill. 2d 287, 291 (1962).

¶ 25 Under the “four corners” rule, “[i]f the language of the contract is facially unambiguous,

then the contract is interpreted by the trial court as a matter of law without the use of parol

evidence.” Air Safety, Inc., 185 Ill. 2d at 462. A contract is facially ambiguous if it is susceptible

to more than one meaning and, in such circumstances, the court may use parol evidence to

resolve the ambiguity. Id. at 462-63.

¶ 26 The problem with the plaintiffs’ argument regarding parol evidence is that the contract

contained an integration clause. “[W]here parties formally include an integration clause in their

contract, they are explicitly manifesting their intention to protect themselves against

misinterpretations which might arise from extrinsic evidence.” Air Safety, Inc., 185 Ill. 2d at 464.

The integration clause in the parties’ contract stated the following:

7 “This Contract represents the entire agreement of the parties. No

covenants, agreements, representations or warranties of any kind have

been made by any party or agent of a party to this Contract, except as

specifically set forth herein. The parties expressly acknowledge that, in

executing this Contract, they have not relied on any prior or

contemporaneous oral or written representations, statements or

agreements, except as expressly set forth herein. Any modifications of the

terms of this Contract must be in writing and signed by both parties, in the

In Air Safety, Inc., our supreme court stated that integration clauses such as the one used in this

case

“make[] clear that the negotiations leading to the written contract are not

the agreement. Accordingly, considering extrinsic evidence of prior

negotiations to create an ‘extrinsic ambiguity’ where both parties explicitly

agree that such evidence will not be considered ignores the express

intentions of the parties and renders integration clauses null.” (Emphases

in original.) Id. at 464-65.

Thus, even assuming the contract’s description of the property intended to be conveyed were

ambiguous, any parol evidence regarding the parties’ intentions cannot be considered. See id.

¶ 27 Regarding the property description contained in the contract, it is undisputed that the lot-

and-block description, “SEC 22 T26N R3W FELKERS SUBD 2ND EXT LOT 32 NE 1/4,”

describes a property that the plaintiffs never owned. It is also undisputed that the property tax

identification number included in the contract was assigned to “Lot 4” in the Timber Creek

8 Estates subdivision, which was a property the plaintiffs in fact owned. However, the property-

description provision also included language that exact legal descriptions and property tax

identification numbers—both in the plural—would be forthcoming in the title commitment.

Thus, while the property-description provision contained clear inconsistencies, the parties

expressly agreed to be bound by any legal descriptions included in the forthcoming title

commitment. That document, which Hauslein admitted to receiving, indisputably described the

same property assigned to the tax identification number that was included in the contract. Thus,

any questions arising from the contract’s poorly drafted property-description provision were

answered by the legal description contained in the title commitment. Hauslein agreed to be

bound by this procedure. It is disingenuous for him to claim now, as he did in his motion for

summary judgment, that the contract was void and unenforceable for failing to include a certain

and definite description of the subject property and that it was somehow dispositive of the

property-description question that he did not have the title commitment at the time he signed the

contract. Cf. Academy Chicago Publishers v. Cheever, 144 Ill. 2d 24, 30 (1991) (holding that

“[a] contract may be enforced even though some contract terms may be missing or left to be

agreed upon, but if the essential terms are so uncertain that there is no basis for deciding whether

the agreement has been kept or broken, there is no contract”).

¶ 28 Under the circumstances presented by this case, we hold that the contract at issue was not

void or unenforceable for a lack of clarity in the property-description provision as claimed by

Hauslein in his motion for summary judgment. Accordingly, we hold that the circuit court erred

when it granted summary judgment in favor of Hauslein. We emphasize that our decision in this

appeal is not a decision on the merits of the plaintiffs’ case or a commentary on the validity of

the contract under some basis other than a lack of clarity in the property-description provision.

9 ¶ 29 The judgment of the circuit court of Tazewell County is reversed, and the cause is

remanded for further proceedings.

¶ 30 III. CONCLUSION

¶ 31 For the foregoing reasons, the judgment of the circuit court of Tazewell County is

reversed and the cause is remanded for further proceedings.

¶ 32 Reversed and remanded.