Trowbridge v. McCaigue

992 A.2d 199, 2010 Pa. Super. 50, 2010 Pa. Super. LEXIS 81, 2010 WL 1137887
CourtSuperior Court of Pennsylvania
DecidedMarch 26, 2010
Docket1965 WDA 2008
StatusPublished
Cited by24 cases

This text of 992 A.2d 199 (Trowbridge v. McCaigue) is published on Counsel Stack Legal Research, covering Superior Court of Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Trowbridge v. McCaigue, 992 A.2d 199, 2010 Pa. Super. 50, 2010 Pa. Super. LEXIS 81, 2010 WL 1137887 (Pa. Ct. App. 2010).

Opinions

OPINION BY

BENDER, J.:

¶ 1 Harold Trowbridge (Appellant) appeals from the order granting Richard and Mary McCaigue’s (Appellees) motion for judgment on the pleadings. Appellant claims that the trial court erred in granting the motion because the parties had entered into a contract for the sale of real estate, which Appellees breached, thereby entitling Appellant to specific performance. For the following reasons, we reverse.

¶ 2 The trial court summarized the facts of this case as follows:

Harold Trowbridge (Plaintiff) initiated the present suit on April 16, 2008 against Richard and Mary McCaigue (Defendants). The Plaintiff contends that he had agreed to purchase land owned by the Defendant, approximately 232 acres of land located in Eulalia Township, Potter County, Pennsylvania. The Plaintiff claims that an enforceable contract arose when both Plaintiff and Defendants signed a document on March 29, 2008 the Plaintiff now purports to be a contract. This document, which is titled “Purchase Offer” in large, bold, underlined type, gives a brief description of land and location as well as purchase price. However, the document goes on to outline the following terms:
(1) Buyer to pay all sellers closing costs including the commission to God’s Country Real Estate Inc.
(2) Buyer is buying the property in as is condition.
(3) Buyer accepts the property in clean and green tax basis[.]
(4) Buyer accepts certain areas of crep. Program.
[201]*201(5) If Sellers Richard & Mary accept this offer, than [sic] both buyer & sellers will enter into a sales agreement. This is to be made out by God’s Country Real Estate Inc.
The Plaintiff and Defendants signed and dated this document on March 29, 2008.
On April 4, 2008 the Plaintiff delivered to William Garman, Jr., the real estate agent who drafted the “Purchase Offer” document, the sum of $1,000 purportedly as consideration and down payment for 232 acres of land.
On April 11, 2008 the Defendants entered into a land sale contract with Sylvan Glen, Inc. that involved the original tract of land plus an additional 84.3 acres for a total price of $450,000.
The Plaintifff] brought this present suit on April 16, 2008. On May 29 Sylvan Glen, Inc. filed a petition to intervene in this suit and that petition was granted on July 31, 2008. On August 8, 2008 the Intervenor motioned this Court, in which Defendants joined, to enter a judgment on the pleadings and dismiss the Plaintiffs complaint with prejudice.

Trial Court Opinion (T.C.O.), 10/21/08, at 1-2. The trial court granted the motion for judgment on the pleadings and Appellant then filed this appeal presenting the following questions for our review:

¶ 3 Did the trial court err as a matter of law when it granted the Intervenor’s motion for judgment on the pleadings where:

a. There were obvious material issues of fact at variance between all [the] parties!’] pleadings as to support a verdict of judgment on the pleadings?
b. Were sufficient indicia and elements of a writing [ ] present as to form a contract for the purchase of real property including a price, a definite amount of acreage, signature of the party to be charged, a clear and definite closing date, and contemporaneous consideration as to satisfy the statute of frauds that all real property purchase contracts must be in writing with clear and unequivocal terms?

Brief for Appellant at 12.

¶ 4 “Our standard of review of the grant of a motion for judgment on the pleadings is limited.” Metcalf v. Pesock, 885 A.2d 539, 540 (Pa.Super.2005). “A motion for judgment on the pleadings will be granted where, on the facts averred, the law says with certainty that no recovery is possible. As this appeal presents an issue of law, our review is plenary.” American Appliance v. E.W. Real Estate Management, Inc., 564 Pa. 473, 769 A.2d 444, 446 (2001) (citation omitted).

¶ 5 In the instant case, the trial court found that the signed Purchase Offer (hereinafter “Agreement”), was an “agreement to agree” and that “no express contract ever existed between” Appellant and Appellees. T.C.O., 10/22/08, at 4, 5. The court’s decision was based on that part of the Agreement that states that if the Ap-pellees accept this offer, then the parties would “enter into a sales agreement.” Id. at 2.

¶ 6 “The Statute of Frauds instructs that a purported transfer of an ownership interest in real property is not enforceable unless evidenced in writing and signed by the party(ies) granting the interest.” Long v. Brown, 399 Pa.Super. 312, 582 A.2d 359, 361 (1990) (citing 33 P.S. § 1). “A writing required by the Statute of Frauds need only include an adequate description of the property, a recital of the consideration and the signature of the party to be charged.” Hessenthaler v. Far [202]*202zin, 388 Pa.Super. 37, 564 A.2d 990, 994 (1989).

¶ 7 The essential terms required to satisfy the Statute of Frauds are present in the Agreement signed by Appellant and Appellees. While the trial court acknowledges this, it concluded that the Agreement was nonetheless not a contract because it indicated “an intention of the parties to come to an agreement at a later time.” T.C.O., 10/21/08, at 4. In so holding the court relied on Highland Sewer and Water Authority v. Forest Hills Mun. Authority, 797 A.2d 385 (Pa.Cmwlth.2002), wherein the court stated, “An agreement to agree is incapable of enforcement, especially when it is stipulated that the proposed compact shall be mutually agreeable.” Id. at 390 (quotation marks omitted). However, in Highland, the court specifically held that the trial court did not err in concluding that no express contract arose from the parties’ conduct because they had “indicated an intention to agree upon essential terms in the future.” Id. (emphasis added).

¶8 In contrast, the Agreement here does not indicate an intention to agree upon any essential terms in the future. In fact, contrary to the trial court’s assertion, the Agreement does not imply that there was anything left to agree upon in the future. Rather, the only future occurrence contemplated by the Agreement is the execution of a sales agreement.

¶ 9 “An agreement to make and execute a certain written agreement, the terms of which are mutually understood and agreed on, is in all respects as valid and obligatory as the written contract itself would be if executed.” Mastroni-Mucker v. Allstate Ins. Co., 976 A.2d 510, 523 (Pa.Super.2009) (quotation marks omitted).

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Cite This Page — Counsel Stack

Bluebook (online)
992 A.2d 199, 2010 Pa. Super. 50, 2010 Pa. Super. LEXIS 81, 2010 WL 1137887, Counsel Stack Legal Research, https://law.counselstack.com/opinion/trowbridge-v-mccaigue-pasuperct-2010.