Andra v. Lena P. Peebler Revocable Trust
| Decision Date | 12 October 2012 |
| Docket Number | No. 106,432.,106,432. |
| Citation | 286 P.3d 576 |
| Parties | Michael J. ANDRA, Appellant, and Robert J. Quinn, Jr., Intervening Plaintiff/Appellee, v. LENA P. PEEBLER REVOCABLE TRUST; Colleen M. Basil, also known as Colleen Peebler Basil; and Ramond Eugene Tyson, also known as Raymond Eugene Tyson, Defendant/Third-party Plaintiff/Appellees, v. Jeff Lange Real Estate, a division of Jeff Lange Homes, Inc., Third-party Defendant/Appellee. |
| Court | Kansas Court of Appeals |
OPINION TEXT STARTS HERE
Appeal from Sumner District Court; William R. Mott, Judge.
Martin J. Peck, of Wellington, for appellant.
H. Douglas Pfalzgraf, of Pfalzgraf Law Offices, of Wellington, and Chad M. Renn, of Cobean and Renn, of Wellington, for appellees.
Before GREENE, C.J., MALONE and ATCHESON, JJ.
Plaintiff Michael J. Andra sued in Sumner County District Court for specific performance of a contract to buy land and argued the defendants attempted to deed to him less acreage than their agreement required. The district court granted summary judgment to the defendants on their argument the parties failed to agree on essential terms, so there never was an enforceable contract. The district court erred. Andra and the defendants had a binding contract. The disputed contract language was free of ambiguity, and the defendants' tendered performance conformed to that language. As a result, in a distinctly peculiar twist, neither Andra nor the defendants have advanced a valid theory for relief. The district court's judgment is reversed, and the case is remanded for further proceedings.
In late 2009, Defendants Lena P. Peebler Trust, Colleen M. Basil, and Raymond Eugene Tyson arranged to auction several tracts of land in rural Sumner County. Those defendants held various ownership rights in the land and are united in interest in this litigation. We refer to them simply as the defendants. The property at issue here consisted of two tracts carved from a quarter section. In materials distributed before the auction, Tract I was described as about 81 acres and Tract II was described as about 74 acres. The materials included an aerial photograph on which had been drawn a zigzagging line indicating a division of the parcels within the quarter section. The line generally ran north to south with a noticeable deviation to the west so that the tracts were of roughly equal width on north, but Tract I was considerably wider toward the south.
Before the bidding began on November 6, 2009, the auctioneer announced that Tract I would be surveyed to contain 80 “taxable acres” for zoning purposes. Robert J. Quinn acquired Tract I. Quinn intervened in this case at the district court level but is not a party to the appeal. Andra successfully bid for Tract II. The contract for sale between Andra and the defendants, in pertinent part, provides:
“The Seller does hereby agree to sell and convey to the Buyer by a good and sufficient warranty deed the following described real property situated in Sumner County, Kansas, to-wit: Tract II in the NE 1/4 32–30–IE consisting of 74 +/acres outlined in Attachment A, to be surveyed prior to closing.”
Attachment A was another copy of the photograph with the same division between the tracts. The sale contract with Quinn had parallel language describing Tract I as “consisting of 81 +/acres” and included the photograph.
The auction company hired Chad Abbott to survey the specific boundary line between Tract I and Tract II before the closing. Abbott knew Tract I, which Quinn had agreed to buy, was encumbered by a right-of-way deed and right-of-way easement in favor of the Kansas Department of Transportation. He also understood that Tract I had to contain 80 taxable acres to retain its zoning as agricultural land. The auction company instructed Abbott to exclude the highway right-of-way from that acreage, so Tract I would contain at least 80 acres plus the land subject to the right-of-way. To satisfy that directive, Abbott deviated from a portion of the line drawn on the photograph when he surveyed the boundary between Tract I and Tract II. As we understand the record, Abbott's survey generally followed the line on the aerial photograph except that it initiated the westward deviation more to the north, effectively enlarging Tract I. Everybody seems to agree Abbott's survey left Tract II with about 75.59 acres.
Because the survey boundary between Tract I and Tract II differed from the dividing line shown on the photograph included in both the auction materials and the contract for sale, Andra declined to close until he could commission a survey. He hired Greg Frederick to survey the property based on the division shown in the photograph. Frederick's survey placed 77.97 acres in Tract II—nearly 2.4 acres more than the Abbott survey. Frederick apparently gave no special consideration to the land in Tract I subject to the highway right-of-way. Andra refused to proceed with the sale based on the Abbott survey because of the reduced acreage in Tract II and because that boundary purportedly impaired his contemplated use of Tract II.
Andra then sued the defendants seeking specific performance of the sale contract based on the Frederick survey and the division of Tract I and Tract II shown on the photograph. He also sought damages resulting from the delay in closing and his inability to farm the land. The defendants answered and denied liability to Andra. The defendants brought a third-party claim against their auctioneer that has since been resolved and is not before this court.
The district court denied a round of summary judgment motions from Andra, Quinn, and the auctioneer because it found the sale contract to be ambiguous as to the acreage to be included in Tract II. The court considered various sources of extrinsic evidence that might be used to resolve the perceived ambiguity and concluded that there were disputed issues of material fact as to that proof.
The defendants later filed a motion for summary judgment arguing there had been no “meeting of the minds” as to the essential terms of the sale contract. That is, neither Andra nor the defendants demonstrated an objective manifestation of intent to be bound to the sale contract as written. The defendants argued that without a meeting of the minds, no contract was ever formed, so there were no enforceable legal rights and obligation between them and Andra. The district court granted judgment to the defendants on that basis. The defendants, accordingly, still own Tract II. Andra has timely appealed.
This case rests on the sufficiency and meaning of the terms in the contract of sale between Andra and the defendants. After outlining the standard of review, we consider principles governing the interpretation of contract language. In light of those principles, we first look at the district court's determination that the sale contract was ambiguous. We then look at its later determination that Andra and the defendants failed to enter into a binding agreement at all.
The standards for weighing summary judgment are well settled. A party seeking summary judgment has the obligation to show, based on appropriate evidentiary materials, there are no disputed issues of material fact and judgment may, therefore, be entered in its favor as a matter of law. Shamberg, Johnson & Bergman, Chtd. v. Oliver, 289 Kan. 891, 900, 220 P.3d 333 (2009); Korytkowski v. City of Ottawa, 283 Kan. 122, Syl. ¶ 1, 152 P.3d 53 (2007). In essence, the movant argues there is nothing for a jury or a trial judge sitting as fact-finder to decide that would make any difference. The party opposing summary judgment must then point to evidence calling into question a material factual representation made in support of the motion. Shamberg, 289 Kan. at 900;Korytkowski, 283 Kan. 122, Syl. ¶ 1. If the opposing party does so, the motion should be denied so a fact-finder may resolve that dispute. In addressing a request for summary judgment, the trial court must view the evidence most favorably to the party opposing the motion and give that party the benefit of every reasonable inference that might be drawn from the evidentiary record. Shamberg, 289 Kan. at 900.
An appellate court applies the same standards in reviewing the entry of a summary judgment. Because granting summary judgment entails no fact-finding, it reflects the determination of a question of law. So the appellate court owes no deference to the judgment and reviews the matter anew.
A contract is unambiguous “if the language ... is clear and can be carried out as written.” Simon v. National Farmers Organization, Inc., 250 Kan. 676, Syl. ¶ 2, 829 P.2d 884 (1992). Conversely, an ambiguous contract “must contain provisions or language of doubtful or conflicting meaning.” 250 Kan. 676, Syl. ¶ 2. Ambiguity arises only if “the face of the instrument leaves it genuinely uncertain which one of two or more meanings is the proper meaning.” Catholic Diocese of Dodge City v. Raymer, 251 Kan. 689, 693, 840 P.2d 456 (1992); Antrim, Piper, Wenger v. Lowe, Inc., 37 Kan.App.2d 932, 937–38, 159 P.3d 215 (2007). A contract, therefore, is not ambiguous simply because the parties disagree about its meaning. 37 Kan.App.2d at 938.
If a contract or another document is unambiguous, it may be construed as a matter of law. Osterhaus v. Toth, 291 Kan. 759, 768, 249 P.3d 888 (2011); Levin v. Maw Oil & Gas, 290 Kan. 928, Syl. ¶ 2, 234 P.3d 805 (2010) (). Likewise, a court may discern the parties' intent from the clear language of the document. Levin, 290 Kan. 928, Syl. ¶ 2;Liggatt v. Employers Mut. Casualty Co., 273 Kan. 915, 921, 46 P.3d 1120 (2002) (); Iron Mound v. Nueterra Healthcare Management, 44 Kan.App.2d...
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