Waddy v. Riggleman

Decision Date22 October 2004
Docket NumberNo. 31707.,31707.
CourtWest Virginia Supreme Court
PartiesWilliam A. WADDY, IV, Plaintiff Below, Appellant, v. Denver L. RIGGLEMAN, III, and Christine M. Riggleman, Husband and Wife, and Chase Manhattan Mortgage Corporation, and C. Fred Ours and Carol A. Ours, Defendants Below, Appellees.

Clyde M. See, Jr., See & See, Moorefield, for the Appellant.

J. David Judy, III, Judy & Judy, Moorefield, for the Appellees.

DAVIS, Justice:

In this case Mr. William W. Waddy, IV, (hereinafter referred to as "Mr. Waddy"), filed a law suit seeking specific performance of a contract for the sale of land. He now appeals an order of the Circuit Court of Grant County granting judgment as a matter of law in favor of the defendants, Denver L. Riggleman, III, and his wife Christine Riggleman (hereinafter referred to as "the Rigglemans"). The circuit court's award of judgment as a matter of law was based, in part, upon that court's conclusion that the Riggleman's performance of their contractual obligation should be excused as impossible because they were unable to secure certain releases to enable them to transfer clear title to Mr. Waddy as required under the relevant contract. Additionally, the circuit court concluded that time was of the essence of the contract. We find that the circuit court erred in granting judgment as a matter of law. We herein adopt the doctrine of impracticability, and further conclude that, based upon the facts established in the record at the close of Mr. Waddy's case, the Rigglemans had not met their burden of establishing that their performance had been rendered impracticable. We further conclude that the circuit court erred in finding that time was of the essence of the contract, and in dismissing Mr. Waddy's claims against C. Fred Ours and Carol A. Ours. Consequently, we reverse this case and remand for further proceedings not inconsistent with this opinion.

I. FACTUAL AND PROCEDURAL HISTORY

On July 5, 2002, Mr. Waddy, appellant herein and plaintiff below, entered into a contract wherein he agreed to buy a certain thirty acre tract of land from the Rigglemans, appellees herein and defendants below. It is established in the record that the Rigglemans had encountered financial difficulties and desired to sell the property in a timely fashion in order to alleviate their debt burden. Pursuant to the contract, Mr. Waddy was to pay $750 per acre for the tract of land, for a total purchase price of $22,500. The closing was to be held on or before September 5, 2002. In addition, the contract expressly declared, inter alia, that

3. Sellers agree to convey the subject real estate in fee simple, with covenants of general warranty of title, free and clear of all liens and encumbrances. Buyers (sic) shall have the opportunity to have a title examination done on the subject property prior to closing, and any defects in title shall be cured by the Sellers prior to closing.
4. Sellers agree to pay for any and all necessary costs of surveying, the preparation of the deed of conveyance, the revenue stamps, the attorney fees for any necessary releases, and all costs associated with eliminating any defects in title. The balance of the closing expenses shall be the responsibility of the Buyer.

(Emphasis added). Mr. Waddy paid to the Rigglemans $2,000 at the time the foregoing agreement was executed.

The contract was prepared by Mr. John G. Ours, a lawyer in Petersburg, West Virginia (hereinafter referred to as "Attorney Ours"), who Mr. Waddy had hired to represent him in connection with this purchase of land from the Rigglemans. After Attorney Ours had been retained by Mr. Waddy, Mr. Riggleman asked Attorney Ours to also represent the Rigglemans in this regard, including taking steps necessary to obtain releases of two deeds of trust under which the land was encumbered. Based upon representations made by Mr. Riggleman, Attorney Ours believed he could easily obtain releases or partial releases to clear title to the thirty acre tract of land. As a result, Attorney Ours did not immediately endeavor to obtain the releases.

Subsequently, Mr. Riggleman expressed to Mr. Waddy that, due to his financial difficulties, he desired to sell an additional ten acres of land. Mr. Waddy agreed to add ten acres to the tract of land he was purchasing, and the two gentlemen entered a second agreement. The terms of the second contract, which was executed on July 29, 2002, were nearly identical to the first. The new contract specified that the real estate to be sold included the thirty acres that was the subject of the July 5 agreement, along with an additional ten acres. The agreed upon price-per-acre remained the same, so that the total purchase price of the tract was increased to $30,000. The document further acknowledged that Mr. Waddy had paid to Mr. Riggleman a total of $4,000 toward the total costs of the transaction.1 As with the first agreement, the closing was to be held on or before September 5, 2002. Finally, Mr. Waddy agreed to pay one-half of the cost of surveying the forty acres.2

On September 6, 2002, the parties entered a third agreement. This agreement added an additional eight acres to the size of the tract of land being sold, and extended the closing date to be held on or before September 20, 2002. The terms of the agreement were changed only slightly from the July 29 agreement, and none of the changes are pertinent to the issues herein addressed.

Thereafter, Mr. Riggleman requested that the closing be held on September 16, 2002. Mr. Waddy explained that the funds he planned to use for the purchase would not be available until September 17, 2002. Mr. Riggleman then learned that Attorney Ours had not yet obtained the releases that were necessary to clear the title to the land. Based upon his earlier conversation with Mr. Riggleman, Attorney Ours incorrectly believed that obtaining the releases would be uncomplicated and quick to achieve.3 On the contrary, there were specific requirements that had to be fulfilled before any releases would be issued by the lien holders. Attorney Ours had not secured the releases by the September 20, 2002, closing date.

On or about September 27, 2002, after the contractually set closing date had passed, Mr. Riggleman notified Attorney Ours by letter that he would not proceed with the sale of the land to Mr. Waddy.4 On October 1, 2002, Attorney Ours advised Mr. Waddy and the Rigglemans that he could no longer represent any of them.

On November 14, 2002, Mr. Waddy instituted the civil suit underlying this appeal. Mr. Waddy sought specific performance of the contract dated September 6, 2002, for the sale of the forty-eight acres. He also sought other damages and named as party defendants the lien holders of record, who were Chase Manhattan Mortgage Corporation and Northwest Financial Group (Wells Fargo Mortgages, Inc.).

Subsequent to the filing of Mr. Waddy's complaint, the Rigglemans conveyed a tract of real estate containing ninety-six acres to C. Fred Ours and Carol A. Ours. This conveyance purported to sever or eliminate, by failure to reserve, a right of way to the forty-eight acres that is the subject of this dispute. Consequently, Mr. Waddy filed an amended complaint naming C. Fred Ours and Carol A. Ours as party defendants. The amended complaint also removed Northwest Financial Group as a party defendant.5

A bench trial was held. After Mr. Waddy presented the testimony of several witnesses and rested his case, the Rigglemans moved the circuit court to order a directed verdict. By order rendered July 7, 2003, the circuit court granted the motion for directed verdict in favor of the Rigglemans. The circuit court found that, because the dates set for closing were clearly important to the parties to the contract, the closing dates were "of the essence" with respect to the contract.6 The circuit court also found that Mr. Waddy's ability to obtain a clear title to the real estate was a key element of the respective contracts. Observing that obtaining releases of the deeds of trust on the property by the time of closing was necessary in order to transfer clear title as contemplated by both parties, the circuit court further found that the transfer of the real estate was an impossibility.

The circuit court dismissed the case with prejudice and ordered the Rigglemans to refund to Mr. Waddy the $4,000 deposit made by him and $1,200 Mr. Waddy contributed to the cost of surveying the property. The circuit court also dismissed with prejudice Mr. Waddy's claims against the defendants C. Fred Ours and Carol A. Ours. It is from this order that Mr. Waddy now appeals.

II. STANDARD OF REVIEW

In this case, we are asked to review an order in which the circuit court granted to the Riggleman's a directed verdict. Mr. Waddy correctly notes that the reference to a directed verdict is incorrect. The proper procedural designation for the Riggleman's motion is one for judgment as a matter of law. Because "`"[w]e are not bound by the label[s] employed below, and will treat [matters] made pursuant to" the most appropriate rule.'" Shaffer v. Charleston Area Med. Ctr., 199 W.Va. 428, 433, 485 S.E.2d 12, 17 (1997) (quoting Kopelman & Assoc., L.C. v. Collins, 196 W.Va. 489, 494 n. 6, 473 S.E.2d 910, 915 n. 6 (1996) (additional citation omitted)). Therefore, we will treat the order before us for review as one granting a motion for judgment as a matter of law.

The proceeding below was a bench trial, consequently, the judgment as a matter of law was granted pursuant to Rule 52 of the West Virginia Rules of Civil Procedure.7 We have not expressly set out our standard for reviewing a ruling on a judgment as a matter of law under Rule 52. Explaining our review of a ruling granting judgment as a matter of law under Rule 50 of the West Virginia Rules of Civil Procedure, we have held

"The appellate standard of review for the
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