Wilson v. Landstrom

315 S.E.2d 130, 281 S.C. 260, 1984 S.C. App. LEXIS 430
CourtCourt of Appeals of South Carolina
DecidedMarch 26, 1984
Docket0135
StatusPublished
Cited by23 cases

This text of 315 S.E.2d 130 (Wilson v. Landstrom) is published on Counsel Stack Legal Research, covering Court of Appeals of South Carolina primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Wilson v. Landstrom, 315 S.E.2d 130, 281 S.C. 260, 1984 S.C. App. LEXIS 430 (S.C. Ct. App. 1984).

Opinions

Bell, Judge:

This is an action in equity by purchasers of real estate to clear title. The plaintiffs, Jeremy G. Wilson and Walter Lee McRacken, doing business as Chester Street Associates, prayed for a declaration that Mary Ann Landstrom had conveyed to them all of her interest in the premises at 62 Downing Street in the City of Columbia. Landstrom, the defendant and seller, counterclaimed for payment of the balance of the purchase price plus interest or rescission and restitution. The circuit court decreed that Chester Street Associates owns the property in fee simple, subject to a mortgage held by Landstrom and that Landstrom is barred from asserting any interest in the property except to the extent of her mortgage. Relief on the counterclaim was denied. Landstrom appeals. We affirm.

The facts are substantially undisputed. In July, 1979, Landstrom, who had moved from South Carolina in 1967 and now lives in California, listed her house at 62 Downing Street in Columbia with a local real estate broker. In the listing agreement Landstrom reserved the right to sell the house to the tenants then occupying it. For this purpose she contacted Harry Dent, her former employer in South Carolina. Dent agreed to negotiate with the tenants on her behalf. Pursuant to this arrangement, Landstrom executed a power of attorney authorizing Dent to sell the house “upon such terms and conditions as he may see fit.” The power of attorney was witnessed but not probated.

Landstrom’s tenants decided not to purchase the house. However, the realtor obtained Chester Street Associates as a prospective purchaser. The realtor called Landstrom to inform her of Chester Street Associates’ offer on the house. After discussing the matter by telephone with Dent, Landstrom authorized him to sign a contract of sale prepared by the realtor.

On September 17,1979, Dent executed a contract to sell the house to Chester Street Associates. The contract provided for [263]*263a purchase price of $33,000 with $500 to be paid as earnest money and $22,000 to be paid upon delivery of a deed. The following financing term was also contained in the contract:

Seller agrees to accept second mortgage at 8% for five years with ballon [sic] payment payable on October 1, 1984, in amount of $10,500.00.

After the contract was signed by Dent it was forwarded to Landstrom. Closing was held on October 1,1979. Dent delivered a deed to Chester Street Associates and received in return a document entitled “Second Mortgage” which included the following provision:

This is a second mortgage and shall be subject and subordinate to any first mortgage that Mortgagor may now have or subsequently execute.

No other mortgage was placed on the property at the time of closing.

When Landstrom received the closing papers she consulted an attorney in California about the mortgage. After learning that her mortgage might be subordinated to a future mortgage placed on the property, she became concerned about the sufficiency of her security. She then destroyed the original power of attorney, refusing to have it probated so Chester Street Associates could record it. This action followed.'

At a reference before the master in equity, Landstrom presented no testimony except her own deposition. The master recommended an order confirming Chester Street Associates’ title. He found no evidence that Chester Street Associates acted in bad faith, a finding to which Landstrom took no exception. With minor exceptions the circuit court adopted the master’s findings of fact and conclusions of law. The court entered its order confirming title in Chester Street Associates and barring any claim of Landstrom except to the extent of her “second mortgage.”

Landstrom’s appeal raises three questions for our review: (1). did the delivery of the so-called “second mortgage” constitute a breach of contract by Chester Street Associates; (2) did Dent have authority, actual or apparent, to accept the “second mortgage” on Landstrom’s behalf and to deliver her deed in exchange for it; and (3) are Chester Street Associates barred from relief by the doctrine of “unclean hands.”

[264]*264I.

If Dent was acting within the scope of his authority when he accepted the “second mortgage” at closing, it seems clear Landstrom can claim no breach of contract. The deed and mortgage delivered and accepted at closing, not the prior contract, represented the final bargain of the parties. Having accepted the mortgage through her attorney, Landstrom cannot now rely on the terms of a prior executory contract as to the mortgage. The applicable rule has been fully expounded by our Supreme Court in the case of Charleston & Western Carolina Railway Co. v. Joyce, 231 S. C. 493, 99 S. E. (2d) 187 (1957):

The doctrine of merger is founded upon the privilege, which parties always possess, of changing their contract obligations by further agreements prior to performance. The execution, delivery, and acceptance of a deed varying from the terms of the antecedent contract indicates an amendment of the original contract, and generally the rights of the parties are fixed by their expressions as contained in the deed. [Citations omitted.] * * * *
Where there is no mistake or fraud a deed executed subsequently to the making of an executory contract for the sale of land is generally regarded as conclusive evidence of a previous modification of the executory contract. A deed executed subsequent to the making of an executory contract for the sale of land supersedes that contract____

231 S. C. at 504-505, 99 S. E. (2d) at 193 (quoting with approval from Snyder v. Roberts, 45 Wash. (2d) 865, 278 P. (2d) 348 (1955), and from 55 Am. Jur., Vendor and Purchaser, Para. 327).

The same rule applies to mortgages. Jordan v. Flynt; 240 Ga. 359, 240 S. E. (2d) 858 (1977) (plurality opinion); Norment v. Turley, 24 N. M. 526, 174 P. 999 (1918); Timms v. Shannon, 19 Md. 296 (1862).

In this case Dent accepted the “second mortgage” as Landstrom’s attorney in fact. Landstrom makes no claim that Dent, a lawyer, was mistaken or deceived as to its contents. The mortgage would be binding on Landstrom if she personally had accepted it at closing. In principle the [265]*265result is the same whether Landstrom was acting through an attorney or in person. To prevail on her claim, Landstrom must show not that the terms of the mortgage differed from those of the contract, but that Dent had no authority to accept the mortgage as tendered.

II.

This leads to Landstrom’s second argument: that there was no effective delivery of the deed and mortgage because Dent had no actual or apparent authority to accept the mortgage. Her contention is refuted by the terms of the power of attorney, which states, in pertinent part:

... I, Mary Ann Landstrom,... appoint Harry S. Dent, my true and lawful attorney with full power and authority:
1. To bargain, sell, convey and deliver to whomever he may see fit, upon such terms and conditions as he may see fit, my home place located at 62 Downing Street, Columbia, South Carolina, and in general to take any action whatsoever in regard to said property which I myself could take; and
5.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Kearns v. Odom
Court of Appeals of South Carolina, 2021
Gee v. Delta Speir Plantation LLC
390 F. Supp. 3d 645 (D. South Carolina, 2019)
Anchorage Plantation v. Walpole
Court of Appeals of South Carolina, 2018
Carlson v. South Carolina State Plastering, LLC
743 S.E.2d 868 (Court of Appeals of South Carolina, 2013)
ASHLEY II OF CHARLESTON, LLC v. PCS Nitrogen, Inc.
791 F. Supp. 2d 431 (D. South Carolina, 2011)
Davis v. KB HOME OF SOUTH CAROLINA, INC.
713 S.E.2d 799 (Court of Appeals of South Carolina, 2011)
Dove Data Products, Inc. v. DeVeaux
Court of Appeals of South Carolina, 2008
Emery v. Smith
603 S.E.2d 598 (Court of Appeals of South Carolina, 2004)
Allendale County Bank v. Cadle
559 S.E.2d 342 (Court of Appeals of South Carolina, 2001)
Parker v. Shecut
531 S.E.2d 546 (Court of Appeals of South Carolina, 2000)
Powell v. Floyd
Fourth Circuit, 1999
Food Lion, Inc. v. Capital Cities/ABC, Inc.
951 F. Supp. 1233 (M.D. North Carolina, 1996)
Lingefelt v. Forest Hills Homes, Inc.
406 S.E.2d 394 (Court of Appeals of South Carolina, 1991)
Adamson v. Marianne Fabrics, Inc.
391 S.E.2d 249 (Supreme Court of South Carolina, 1990)
Knight v. McCain
531 So. 2d 590 (Mississippi Supreme Court, 1988)
United States Leasing Corp. v. Janicare, Inc.
364 S.E.2d 202 (Court of Appeals of South Carolina, 1988)

Cite This Page — Counsel Stack

Bluebook (online)
315 S.E.2d 130, 281 S.C. 260, 1984 S.C. App. LEXIS 430, Counsel Stack Legal Research, https://law.counselstack.com/opinion/wilson-v-landstrom-scctapp-1984.