Wells v. Gootrad

736 P.2d 1366, 112 Idaho 912, 1987 Ida. App. LEXIS 390
CourtIdaho Court of Appeals
DecidedApril 21, 1987
DocketNo. 16486
StatusPublished

This text of 736 P.2d 1366 (Wells v. Gootrad) is published on Counsel Stack Legal Research, covering Idaho Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Wells v. Gootrad, 736 P.2d 1366, 112 Idaho 912, 1987 Ida. App. LEXIS 390 (Idaho Ct. App. 1987).

Opinion

WALTERS, Chief Judge.

This case involves the enforcement of Albert Wells’ option to repurchase ten acres of land he had previously sold to the defendant Gootrad’s husband. The district court held that Wells could enforce the option and ordered Gootrad to convey the land to Wells. Gootrad appeals from the judgment, asserting twenty-one errors by the district court. We have examined those assertions and consolidate them into the following issues: (1) whether the district court erred in holding the option agreement enforceable; (2) whether the district court erred in appointing an appraiser to determine the value of the land; (3) whether the district court erred in assessing Gootrad for one-half of the fee of the court-appointed appraiser; and (4) whether the district court erred in awarding attorney fees and costs to Wells. Wells cross-appeals, contending that the district court erred in finding that the property should be valued as of the time Wells gave notice of his intention to exercise the option, rather than when he was awarded a judgment for possession. Both parties seek attorney fees on appeal. We affirm.

The record reveals the following facts which are pertinent to the issues before us. In 1973, Wells purchased five hundred acres of land near Harrison, Idaho, to develop a guest ranch. Wells hired the defendant’s husband, Stanley Gootrad, to operate and manage the property, known as Timber Ridge Ranch. In 1976, Wells sold Stanley Gootrad ten acres of land within the ranch on which to build a home. There was no written contract of sale involved. The conveyance deed contained a clause stating that, if Gootrad ceased to be involved in the management of the ranch, Wells had the option to repurchase the ten acres. In 1977 or 1978, Wells decided to sell the ranch. In 1978, Wells also learned that Stanley Gootrad had contracted leukemia. However, Gootrad continued to manage the ranch until December of 1979. In April 1980, the Gootrads rejected an offer by Wells to repurchase the ten acres. In October 1980, Wells gave formal notice that he wished to exercise his option to repurchase the ten acres, but received no response from the Gootrads. Stanley Goo-trad died in 1981 and Elisabeth, the defendant, inherited the ten acres. In August 1982, Wells filed this action to enforce the repurchase option. In August 1984, the district court granted summary judgment in favor of Wells, holding that the option to repurchase was enforceable.

The deed which conveyed the property to Gootrad contained extensive provisions for determining the value of the property in the event Wells decided to exercise his option. Elisabeth Gootrad, who contested the enforceability of the option clause, also challenged the procedure for valuing the property and she refused to sell to Wells. Eventually, the district court appointed an appraiser to determine the value of the property. The court assessed Gootrad for one-half the cost of the appraisal. The court then ordered Gootrad to convey the ten acres to Wells in return for the appraised value. Gootrad appeals from the judgment ordering her to convey the land to Wells for the appraised value and Wells disputes the court’s valuation of the property. We address each of the parties’ issues in turn.

I

The Option to Repurchase

The district court granted Wells summary judgment on the question of the [914]*914enforceability of the repurchase option. Summary judgment is proper only when there are no genuine issues as to any material fact, and the moving party is entitled to judgment as a matter of law. State Tax Commission v. Western Electronics, Inc., 99 Idaho 226, 580 P.2d 72 (1978). Gootrad asserts, as she did in the district court, that there are genuine issues of material fact to be resolved by a jury. Gootrad’s contentions center around the intent of the parties when they transferred the land from Wells to her husband and whether the agreement is ambiguous. The policy of the law is to determine and implement the intent of a grantor of a deed. Mollendorf v. Derry, 95 Idaho 1, 501 P.2d 199 (1972); Hogan v. Blakney, 73 Idaho 274, 251 P.2d 209 (1952). Gootrad’s numerous other challenges to the deed range from allegations that there was a failure of consideration to questions of why and when Wells decided to sell the ranch. These contentions, however, are merely tangential to the real question of what was intended by the parties. We do not address each of Gootrad’s tangential assertions separately because none of them affects our conclusion that the district court was correct in upholding the option.

The “option” provision in the deed conveying the land to Gootrad states:

If at any time ... Stanley Gootrad ceases to be actively involved in the management and operation of [Timber Ridge Ranch] as a guest ranch, [Wells] shall thereafter have the right and option ... to purchase [the ten acres].

Wells indicated that he wanted the repurchase option because, if he decided to sell the ranch, Gootrad’s ten acres located in the middle of the ranch could hinder the sale. Also, as long as Gootrad was managing the ranch, it was beneficial to Wells to have Gootrad living on the ranch property. The option language was not a separate agreement, but was part of the overall agreement transferring the property to Gootrad. Thus, contrary to Gootrad’s assertion, we conclude that no separate consideration was necessary in exchange for Wells’ reservation of the right.

Gootrad’s main contention is that the language in the deed, concerning the repurchase of the ten acres, is ambiguous. Gootrad contends that the wording in the deed — “ceases to be actively involved in the management and operation” of the ranch— meant that Wells could repurchase the ten acres only if Stanley Gootrad chose to quit working for the ranch. However, we examine the entire instrument in determining whether an ambiguity exists. If a phrase has only one meaning that is consistent with the remainder of the instrument, no ambiguity exists. Although Gootrad’s interpretation may be feasible, we find such an interpretation to be illogical and inconsistent with the document as a whole. The phrase clearly refers to Stanley Gootrad’s “stopping” or “quitting” work at the ranch. However, the language simply does not address whether the cessation might result from Stanley’s own actions or the actions of Wells. Nor is an answer to that question necessary to interpret the intent of the option language. The central theme is that if Stanley stopped working at the ranch, Wells could repurchase the land. Gootrad admitted that her husband did not operate or manage the ranch after December 10, 1979, thus activating Wells’ option.

Reading the instrument as a whole also supports this conclusion. The deed contained numerous restrictions. Virtually all of those restrictions applied exclusively to Gootrad. For instance, other than the repurchase option, there were restrictions on the kinds of dwellings that Gootrad could build on the ten acres, on the improvements that could be made, on subdivision of the property, on mining activities, and on the transferability of the property — if Gootrad wished to sell the property, Wells reserved a right of first refusal.

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Related

State Ex Rel. Symms v. Collier
454 P.2d 56 (Idaho Supreme Court, 1969)
Hogan v. Blakney
251 P.2d 209 (Idaho Supreme Court, 1952)
Mollendorf v. Derry
501 P.2d 199 (Idaho Supreme Court, 1972)
State Tax Commission v. Western Electronics, Inc.
580 P.2d 72 (Idaho Supreme Court, 1978)

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Bluebook (online)
736 P.2d 1366, 112 Idaho 912, 1987 Ida. App. LEXIS 390, Counsel Stack Legal Research, https://law.counselstack.com/opinion/wells-v-gootrad-idahoctapp-1987.