AS REEVES & CO., INC. v. McMickle

• Decision Date: 20 October 2004
• Docket Number: No. A04A0831.,A04A0831.
• Citation: AS REEVES & CO., INC. v. McMickle, 605 S.E.2d 857, 270 Ga. App. 132 (Ga. App. 2004)
• Parties: A.S. REEVES & COMPANY, INC. v. McMICKLE et al.
• Court: Georgia Court of Appeals

605 S.E.2d 857

270 Ga. App. 132

A.S. REEVES & COMPANY, INC. v. McMICKLE et al.

No. A04A0831.

Court of Appeals of Georgia.

October 20, 2004.

Crumbley & Crumbley, R. Alex Crumbley, McDonough, for appellant.

Vaughn, Wright & Stearns, James A. Vaughn, Amy S. Boyer, Forsyth, for appellee.

SMITH, Chief Judge.

A.S. Reeves & Company, Inc. (Reeves) appeals the trial court's grant of summary judgment in favor of appellees Wayne and Louise McMickle with respect to an option contract for the purchase of realty. The trial court ruled that the option violated the Statute of Frauds because it was vague and lacked essential terms; it therefore was void and unenforceable. We agree and affirm.

In January 1996, the McMickles conveyed ten acres of land to Reeves. The McMickles financed the purchase. In October 1997, Reeves apparently was unable to make payments on the note and asked Wayne McMickle to reduce the amount of the debt in exchange for a reconveyance of four acres of property. Reeves also requested an option to repurchase the property, and McMickle consented on condition that the option be contingent on owner financing. Pursuant to this agreement, Reeves executed a warranty deed conveying four acres of land to the McMickles. The deed contained the following language:

Grantee gives grantor an exclusive option to re-purchase the above described property within two (2) years from date of this deed at $20,000.00 per acre, to be owner financed at an interest rate not greater than 1.50% percent above Sun Trust's prime rate at the time of re-purchase. During option period grantee will not change the land in any respect (including, but not limited to, cutting trees, changing topography, granting easements or other rights, etc.).

On October 12, 1999, Reeves notified the McMickles that it intended to exercise the option. Reeves then brought this action seeking, among other things, specific performance of the McMickles' obligation to reconvey the property under the terms of the option.¹ In November 2002, nearly three years after the option period expired, Reeves's counsel tendered the entire purchase price, less a pro rata amount for land conveyed to Henry County. The tender was refused. Reeves and the McMickles filed cross-motions for summary judgment on the issue of the option.

As the trial court recognized, this appeal turns on the option language regarding the purchase price.

An option contract for the sale of realty comes within the Statute of Frauds and writings relied on to take the transaction out of the Statute of Frauds must (a) identify the buyer and seller, (b) describe the subject matter of the contract, and (c) name the consideration....

Option contracts for the sale of realty require the same degree of definiteness as general contracts. The required definiteness includes such matters as the price, and the terms of payment. The contract must either state the price to be paid for the property or set forth criteria by which it may be calculated. The offer must be complete and definite in all respects, since it becomes a contract on acceptance.

(Citations and punctuation omitted.) Wiley v. Tom Howell & Assoc., 154 Ga.App. 235, 236, 267 S.E.2d 816 (1980). Here, while the option provides a per-acre price and a method for determining the rate of interest to be charged in an owner-financed loan, it does not provide such essential terms as the amount or number of installments, the allocation of interest on the payments, or the duration of the loan. "Where the amount of the purchase price fixed by the contract is certain and definite, but the terms of payment are indefinite and uncertain, the writing is not a contract and confers no rights and imposes no liability." (Citations omitted.) Morgan v. Hemphill, 214 Ga. 555, 556, 105 S.E.2d 580 (1958); see also Bonner v. Jordan, 218 Ga. 129, 126 S.E.2d 613 (1962); Thomas v. Harris, 127 Ga.App. 361, 363(2), 193 S.E.2d 260 (1972). Compare Horner v. Savannah Valley Enterprises, 234 Ga. 371, 373, 216 S.E.2d 113 (1975) (enforceable contract provided for payoff at specified rate per month, including interest with all payments applied first to interest); Griffis & Weaver Builders v. Hopson, 230 Ga. 459, 197 S.E.2d 694 (1973) (enforceable contract provided for ten percent deposit with...