Wood v. Simonson

701 P.2d 319, 108 Idaho 699, 1985 Ida. App. LEXIS 645
CourtIdaho Court of Appeals
DecidedJune 3, 1985
Docket14611, 14653
StatusPublished
Cited by23 cases

This text of 701 P.2d 319 (Wood v. Simonson) 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
Wood v. Simonson, 701 P.2d 319, 108 Idaho 699, 1985 Ida. App. LEXIS 645 (Idaho Ct. App. 1985).

Opinions

SWANSTROM, Judge.

Coy and Sylvia Wood, as potential purchasers, and Rita Simonson, as owner of property in Pocatello, Idaho, signed an “earnest money agreement.” This proposed sale did not close on the date scheduled. The next day James and Lois Gaved purchased the property from Simonson. The disappointed Woods brought this suit against Simonson and the Gaveds for specific enforcement of the earnest money agreement. The district court held that the earnest money agreement was an enforceable contract. The court also held that the Gaveds were not bona fide purchasers. The court, therefore, ordered specific performance of the Woods’ earnest money agreement. The Gaveds and Simonson appealed. We affirm in part, vacate in part and remand.

There is one ultimate issue on appeal: did the district court err by ordering specific performance? The answer to this question, in turn, will be found by examining three subsumed questions: (1) was the earnest money agreement an enforceable contract? (2) did the Woods have an adequate remedy at law without specific performance? and (3) were the Gaveds bona fide purchasers? Because this case was decided by way of summary judgment, we must determine whether genuine issues of material fact exist on any of these questions. See I.R.C.P. 56(c).

The undisputed facts may be recited briefly. Simonson owned a house and acreage which she agreed to sell to the Woods. In September 1981, the Woods and Simon-son signed an earnest money agreement covering the property. The agreement provided for a purchase price of $170,000, [701]*701terms of payment and earnest money of $1,000; it designated a closing agent, provided for the real estate agent’s commission and allocated personal property; it also provided that the property would be sold “as is.” The earnest money agreement was prepared by a real estate agent and signed by Simonson who made several changes in, and additions to, the agreement. The closing date was set for September 28. When Simonson signed the agreement, she indicated to the real estate agent that she considered $1,000 earnest money insufficient. She requested an additional $4,000. Nevertheless, she signed the agreement without changing the amount of earnest money provided therein. The Woods also signed the agreement later. Furthermore, they agreed to the extra earnest money on the condition that they receive a written assignment from Simonson of some claims for damage to the house resulting from a backed-up sewer. Thereafter, the Woods delivered a promissory note for $4,000 to the real estate agent and later, after Simonson had expressed dissatisfaction about the note, they delivered a check to the real estate agent. Simonson never received either the note or the check and the Woods never received a written assignment of the sewer claims.

It appears that neither the Woods nor Simonson were ready to close at the appointed time. A new closing date was subsequently set by Simonson through a letter to the Woods. Meanwhile, the Gaveds had become interested in purchasing the property and Simonson signed a second earnest money agreement with the Gaveds. This agreement was to become operative in the event the Woods failed to close. The Gaveds agreed to pay several thousand dollars more for the property than the Woods had agreed to pay.

On the rescheduled closing date, October 13, the Woods appeared at the office of the closing agent with a certified check in the required amount. They then proceeded to sign all of the closing documents. Simon-son, however, never appeared. Instead, she went to her attorney's office and waited. Soon telephone communications were established between Simonson’s attorney and the real estate agent, who was keeping the Woods company. Discussions regarding the sewer claims began anew; but again no agreement was reached. Simon-son did not sign any closing documents and the parties went home. Later that evening Simonson informed the Gaveds she had not closed with the Woods and that if they wanted the property they could have it. She signed the necessary papers and the next day the sale to the Gaveds was closed.

The Woods brought suit, alleging Simon-son had breached their earnest money agreement by refusing to close. They requested specific performance of the agreement, claiming that the Gaveds were not bona fide purchasers and were thus not entitled to protection even though the Gaveds had recorded their deed first. See I.C. § 55-812. All parties moved for summary judgment and the district court granted the Woods’ motion. The Gaveds and Simonson appealed.

The first question we will examine is whether the Woods-Simonson earnest money agreement was an enforceable contract. To be enforceable, a contract must be complete and definite in all its material terms. Giacobbi Square v. PEK Corp., 105 Idaho 346, 670 P.2d 51 (1983). Nor will an ambiguous earnest money agreement support an award of either specific performance or damages. White v. Rehn, 103 Idaho 1, 644 P.2d 323 (1982). Whether a contract is ambiguous is a question of law which may be determined by an appellate court. Bennett v. Bliss, 103 Idaho 358, 647 P.2d 814 (Ct.App.1982). Here, the earnest money agreement clearly set forth the names of the parties, the price to be paid, the terms of the payment, the name of the closing agent, a description of the property, that the property would be sold “as is,” the amount of the earnest money required and which personal property was excluded from the sale. On its face then, this agreement appears to be unambiguous and complete in all its material terms.

[702]*702Simonson and the Gaveds, however, argue that the agreement did not provide for the greater earnest money requested by Simonson nor did it indicate which party was to receive the sewer claims. Without these two items, they maintain, the agreement was incomplete and did not represent the parties’ true intent. We recognize that our duty in contract disputes is to attempt to determine the parties’ intent. However, where the language of a contract is clear and unambiguous, the meaning of that contract and the intent of the parties must be determined from the plain meaning of the contract’s own words. See Ryan v. Mountain States Helicopter, Inc., 107 Idaho 150, 686 P.2d 95 (Ct.App.1984). Since we have already held that the earnest money agreement was unambiguous on its face, we cannot look to extrinsic indicia of the parties’ intent. The agreement being complete on its face, we hold as a matter of law it was enforceable.

We turn now to the question of whether the Woods had an adequate remedy at law. The specific focus in this case is whether the property was unique. Generally, courts presume that a party does not have an adequate remedy at law in land sales cases because a specific tract of land is considered unique. No amount of money, it is said, can compensate for the loss of an unique tract of land. See Suchan v. Rutherford, 90 Idaho 288, 410 P.2d 434 (1966). This presumption, however, can be overcome by a showing that the tract of land in a given case is not unique. Id.

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Wood v. Simonson
701 P.2d 319 (Idaho Court of Appeals, 1985)

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Bluebook (online)
701 P.2d 319, 108 Idaho 699, 1985 Ida. App. LEXIS 645, Counsel Stack Legal Research, https://law.counselstack.com/opinion/wood-v-simonson-idahoctapp-1985.