Linton v. EC Cates Agency, Inc., 04-163.

• Decision Date: 06 June 2005
• Docket Number: No. 04-163.,04-163.
• Citation: 2005 WY 63,113 P.3d 26
• Parties: Ernest M. LINTON and Carole J. Linton, Appellants (Plaintiffs), v. E.C. CATES AGENCY, INC., Appellee (Defendant).
• Court: Wyoming Supreme Court

113 P.3d 26

2005 WY 63

Ernest M. LINTON and Carole J. Linton, Appellants (Plaintiffs), v. E.C. CATES AGENCY, INC., Appellee (Defendant).

No. 04-163.

Supreme Court of Wyoming.

June 6, 2005.

Stephen R. Winship, of Winship & Winship, P.C., Casper, Wyoming, for Appellants.

Marvin L. Bishop, III, of Bishop, Bishop & Yaap, Casper, Wyoming, for Appellee.

Before HILL, C.J., and GOLDEN, KITE, VOIGT, and BURKE, JJ.

BURKE, Justice.

[¶ 1] Ernest M. Linton and Carole J. Linton (Lintons) appeal the district court's ruling granting summary judgment to E.C. Cates Agency, Inc. (Cates). They contend the district court erred in finding that a Lease Option to Purchase agreement entered into between the parties was unenforceable. We reverse.

[¶ 2] The parties present numerous issues. Upon our review, we find that the dispositive issue is:

Did the district court err when it found that no genuine issues of material fact existed and granted Cates' motion for summary judgment?

FACTS

[¶ 3] In October, 1995, the parties entered into a written agreement entitled Lease Option to Purchase. The agreement states in pertinent part:

This agreement, made on the 4th day October 1995 between E.C. Cates Agency, Inc. of 5122 North 17th St. Phoenix, AZ XXXXX-XXXX (seller) and Ernest and Carole Linton of 7600 East Lake St. Evansville, Wy 62636 (buyer): WITNESSETH:

The seller agrees to lease the following described real property situate[d] in Natrona County Wyoming:

[Legal Description]

Seller agrees to lease the above property to the buyer for the sum of $125.00 (One hundred twenty-five dollars) per month, beginning September 1995, and to accept 75% of this lease payment toward the down payment to purchase the above property for a total sale price of $20,000 (Twenty thousand dollars). The buyer agrees to pay the balance of $3,000 (Three thousand dollars) down toward the purchase price in July of 1996 and enter into a sales agreement with the seller.

In witness whereof, this agreement has been executed by the respective parties the day and year first above written.

[Signatures and dates]

[¶ 4] The real property described in the agreement comprises approximately 30 acres and is located adjacent to the Lintons' home. Pursuant to the agreement, the Lintons were required to exercise their option to purchase in July, 1996. Their daughter was killed in an automobile accident in June, 1996. Her death resulted in emotional and negative financial consequences for the Lintons. According to the Lintons, E.C. Cates, the President of the E.C. Cates Agency, Inc., was understanding and sympathetic. He agreed to waive the option payment requirement. The Lintons contend that Mr. Cates orally agreed to modify the contract and agreed to sell the property to them if they continued to make the $125.00 monthly payments.

[¶ 5] The Lintons continued to make the payments. They rebuilt and maintained a fence on the property. In June, 2003, the Lintons observed Mr. Cates showing the property to a potential buyer. The Lintons offered to pay Mr. Cates the balance of the purchase price. Mr. Cates refused to sell the property to the Lintons and denied any extension of the option deadline. Despite the refusal, Mr. Cates continued to accept the $125.00 monthly payments. The Lintons initiated this action seeking enforcement of the agreement. Cates countered with an action for quiet title and ejectment and filed a motion for summary judgment. The district court granted Cates' motion for summary judgment finding that the Lease Option to Purchase agreement was "incomplete, uncertain, indefinite and unenforceable." We will set forth additional facts as necessary in our discussion.

STANDARD OF REVIEW

[¶ 6] Summary judgment is proper "if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." W.R.C.P. 56(c). A genuine issue of material fact exists when a disputed fact, if proven, would establish or refute an essential element of a cause of action or a defense that a party has asserted. Metz Beverage Co. v. Wyoming Beverages, Inc., 2002 WY 21, ¶ 9, 39 P.3d 1051, ¶ 9 (Wyo.2002).

[¶ 7] We evaluate the propriety of a summary judgment by employing the same standards and by examining the same material as the district court. Id. We examine de novo the record, in the light most favorable to the party opposing the motion, affording to that party the benefit of all favorable inferences that may be drawn from the record. Roussalis v. Wyoming Medical Center, Inc., 4 P.3d 209, 229 (Wyo.2000). If upon review of the record, doubt exists about the presence of issues of material fact, that doubt must be resolved against the party seeking summary judgment. Id. We accord no deference to the district court's decisions on issues of law. Metz, ¶ 9.

DISCUSSION

[¶ 8] Cates, as the moving party, was required to establish the absence of a genuine issue of material fact. The parties admit that in October, 1995, they entered into a written agreement entitled "Lease Option to Purchase" for the purchase of certain real estate. The agreement required the Lintons to make payments of $125 per month. Cates concedes that the Lintons timely made all monthly payments from the date of the contract until the complaint was filed on December 30, 2003. Cates accepted all payments. Thereafter, the Lintons deposited their monthly payments with the district court.

[¶ 9] The parties also agree that the written agreement contained an option clause which, if exercised by the Lintons, would allow them to purchase the property for $20,000. The dispute between the parties centers upon this option clause. The Lintons contend that Cates orally agreed to a modification of the option clause. Cates denies that any oral modification occurred and asserts that the Lintons failed to timely exercise the option and forfeited any rights they had to purchase the property.

[¶ 10] According to the Lintons, they suffered a family tragedy on June 6, 1996, when their 15 year old daughter was killed in a car accident. The emotional fallout from this event negatively impacted Mr. Linton's employment and the Lintons' financial situation.

[¶ 11] According to Mrs. Linton's affidavit:

4. A few weeks after our daughter's death, Earl Cates called about the lease-purchase agreement. He said he had recently lost his beloved pet dog so he understood what we were dealing with. He assured me he would not try to profit from our misfortune and would continue to allow us to purchase the property for $20,000.00 so long as we continued to pay the monthly lease of $125.00. I stated I would have Ernest call him back.

5. Because of these assurances from Mr. Cates and his continued acceptance of our monthly payments, I understood that my husband and I had the opportunity to purchase the property from him for $20,000.00 less the 75% credit for the past rent payments. I would not have continued to make the lease payments for all these years if I did not believe that my husband and I could acquire the parcel for $20,000.00.

6. Our later attempts to contact Mr. Cates about the situation were not successful. We learned that he was out of the country living in Mexico. Our monthly payments were made directly into the bank account that E.C. Cates Agency Inc. maintained in Casper, Wyoming at the Wells Fargo Bank.

7. It was not until June, 2003 that by happenstance my husband and I ran into Mr. Cates near the subject property while he was apparently showing this real estate for sale to another party. We offered to pay him the remaining amount owing or $11,281.25 based on the fact that through June, 2003, my husband and I had paid him $11,625.00 of which $8,718.75 would be credited to the purchase price. Mr. Cates said he was no longer interested in selling us the real estate for $20,000.00 and instead wanted a higher price or some other arrangement.

[¶ 12] In his affidavit, Mr. Linton confirmed Mrs. Linton's statements. He provided details of an additional conversation he had with Mr. Cates approximately one year after the death of his daughter. He also described actions taken in reliance upon the modified agreement.

4. After my daughter's death and prior to the time to pay the down payment for the purchase of the subject real estate, I called Earl Cates to explain the devastating blow I had just suffered. He was very sympathetic and said to just keep paying the regular lease amount and they would extend the deal until I was "back on my feet". I understood that so long as E.C. Cates Agency received the $20,000.00 from a portion of the rental or whatever source, the property would be sold to me.

5. Approximately a year later, I called Mr. Cates to discuss the situation and particularly my slow recovery. He agreed to continue to allow us to purchase the real estate for the sum of $20,000.00 with credit towards the purchase price from the lease amount as per our agreement of October 4, 1994 if my wife and I would continue to pay the monthly $125.00 lease.

6. Because of these assurances from Mr. Cates and his continued acceptance of our monthly payments, I understood that my wife and I had the opportunity to purchase the property from him for $20,000.00 less the 75% credit for the past rent payments. I would not have continued to make the lease payments for all these years and rebuild and maintain the fence surrounding the property if I did not believe that my wife and I could acquire the parcel for $20,000.00.

[¶ 13] Cates does not dispute that in June, 2003, the Lintons offered to pay the balance of the $20,000 purchase price in full. Cates stated in its answer:

2. With respect to paragraph 7 of the Complaint, Defendant admits that in June of 2003, Plaintiffs notified Defendant through its principal, Earl Cates, of their willingness and readiness to purchase the property,

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