Williams v. Williams

347 N.W.2d 893, 1984 S.D. LEXIS 300
CourtSouth Dakota Supreme Court
DecidedMay 2, 1984
Docket13929
StatusPublished
Cited by1 cases

This text of 347 N.W.2d 893 (Williams v. Williams) is published on Counsel Stack Legal Research, covering South Dakota Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Williams v. Williams, 347 N.W.2d 893, 1984 S.D. LEXIS 300 (S.D. 1984).

Opinions

MORGAN, Justice

(on reassignment).

This action was commenced by the plaintiffs Glenn C. Williams, Marjorie Williams and Leroy Williams (lessees) to set aside a conveyance of real estate by Virgil D. Williams and Wilma Williams (lessors) to Harley Hoffman, Donald C. Perrion and Carol G. Perrion (purchasers) and to require conveyance of title to the real estate to the lessees. The trial court entered summary judgment for the lessors and lessees appeal. We reverse and remand.

SDCL 15-6-56(c) provides for the entry of summary judgment upon satisfaction of two conditions. First, the trial court must determine from all the pleadings, affidavits, depositions, etc. that there is no genuine issue of material fact. It must further determine from such records that the moving party is entitled to judg[894]*894ment as a matter of law. In making these determinations, it views the facts in a light most favorable to the nonmoving party. Wilson v. Great Northern Railway Company, 83 S.D. 207, 157 N.W.2d 19 (1968).

On May 5, 1977, the parties entered into a written lease covering two quarter-sections of land in Edmunds County for a term that ran from March 1, 1977 to March 1, 1980. The dispute revolves around Article XIII of this lease which provided:

The term of this Lease, and LESSEE’S rights hereunder are subject to the right reserved by the LESSOR to sell the FARM at any time within said term and if the FARM is sold between March 1 and November 1 in any year of the term of this Lease, LESSEE shall, have the full right, as specified in ARTICLE II hereof to harvest all crops within a reasonable time after November 1. (Provided, however, that, prior to consummating any such sale, LESSOR shall advise LESSEE in writing of any offer to purchase the FARM which LESSOR is willing to accept, and LESSEE shall have the option, within fifteen (15) days after the receipt of such notice, to meet said offer and forthwith purchase the FARM from LESSOR on all of the terms and conditions of said offer. If LESSEE does not give written notice of the exercise of said option within the time period aforesaid, LESSOR shall have no further obligation towards the LESSEE with respect to the sale of the FARM. If LESSEE does timely exercise its option, and presents evidence, sufficient to any bank or other reputable lending agency in Aberdeen, South Dakota, of its financial responsibility and capability to carry out the terms of said purchase, LESSOR shall be in all things bound by the same. Further, at the end of the term of this Lease, if LESSOR desires to sell the FARM, he shall give LESSEE a reasonable opportunity, to purchase the same on such terms and conditions as they may mutually agree upon.)

At or about the time the term of the lease expired, Glenn Williams and Virgil Williams discussed an extension of the lease. They orally agreed that the lease could be extended for a five dollar per acre increase in the cash rent. Lessors had their attorney prepare a written addendum for a three-year term at the increased rent which specifically provided that Article XIII of the lease would be renewed. The addendum, however, was never signed. Lessees remained in possession and at the end of February 1980 paid lessors one-half of the cash rent due for the 1980 crop year and in September paid the balance. The rent paid was computed with the five dollar per acre increase included.

On July 22, 1980, lessors listed the leased land for sale with an agent for H.H. Hoffman Realty at five hundred dollars per acre. The listing agreement was prepared by the real estate agent and presented to lessors. That agreement specifically noted that “Leroy Williams and Glenn Williams have right of 1st refusal.” The lessors signed that agreement. The realtor discussed the prospective sale with lessees but they were not interested at that price. Without further contact with the lessees, lessors then entered into uniform purchase agreements on one quarter-section with defendants Perrion and on the other with defendant Hoffman of H.H. Hoffman Realty. Lessors and the other defendants agreed to a purchase price for both quarters of four hundred thirty-five dollars per acre. ’

On October 28, 1980, lessors sent lessees a notice stating that their “oral lease” would be terminated as of March 1, 1981. Counsel for lessees responded by notifying lessors in writing that:

In accordance with the Lease dated May 5, 1977, by and between yourselves, Virgil D. Williams and Wilma Williams, as Lessors, and Glenn C. Williams and Marjorie Williams and LeRoy Williams, as Lessees, the Lessees, in accordance with Article XIII, entitled “Sale of Farm”, herewith, in writing, accept the option granted therein.

In spite of this notice, lessors sold the land on November 3, 1980, as contemplated in the purchase agreements with Perrion and Hoffman.

[895]*895Lessees commenced action against the lessors and their purchasers, complaining that the two quarter-sections had been sold in contravention of the lessees’ right to purchase the same and prayed that the purchase agreements be cancelled and that title to the quarter sections be conveyed to lessees, who were ready and willing to purchase the same. Upon motions made by the respective lessors and purchasers, the trial court eventually granted summary judgment.

The sole question on this appeal is whether, as lessees contend, there is a genuine issue of material fact that must be resolved in order to determine the enforceability of an oral extension of the right of first refusal contained in Article XIII of the original lease. We agree with lessees.

The trial court held that the right of first refusal would be unenforceable under .the provisions of the South Dakota statute of frauds, SDCL 53-8-2, which provides, in pertinent part:

The following contracts shall not be enforceable by action unless the same or some memorandum thereof be in writing and subscribed by the party to be charged or his agent, thereunto authorized in writing:

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(3) An agreement for the sale of real estate or an interest therein or lease of the same for a period longer than one year, but this does not abridge the power of any court to compel specific performance of any agreement for sale of real estate in case of part performance thereof.

We have considered the record of this case in a light most favorable to the lessees as the nonmoving parties and do not agree. Wilson, supra. We have previously held that the writing referred to in SDCL 53-8-2 need not be entirely in one document. Drake v. Sample, 279 N.W.2d 685 (S.D. 1979); Townsend v. Kennedy, 6 S.D. 47, 60 N.W. 164 (1894). In Drake, supra,

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Williams v. Williams
347 N.W.2d 893 (South Dakota Supreme Court, 1984)

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Bluebook (online)
347 N.W.2d 893, 1984 S.D. LEXIS 300, Counsel Stack Legal Research, https://law.counselstack.com/opinion/williams-v-williams-sd-1984.