Bentzen v. H. N. Ranch, Inc.

• Decision Date: 14 January 1958
• Docket Number: Nos. 2780,2781,s. 2780
• Citation: 68 A.L.R.2d 1213,320 P.2d 440,78 Wyo. 158
• Parties: , 68 A.L.R.2d 1213 Lyle W. BENTZEN and Elizabeth M. Bentzen, Plaintiffs and Appellants, v. H. N. RANCH, Inc., a Corporation, and Edward E. Birchby, Defendants and Respondents. Lyle W. BENTZEN and Elizabeth M. Bentzen, Plaintiffs and Respondents, v. H. N. RANCH, Inc., a Corporation, and Edward E. Birchby, Defendants and Appellants.
• Court: Wyoming Supreme Court

Page 440

320 P.2d 440

78 Wyo. 158, 68 A.L.R.2d 1213

Lyle W. BENTZEN and Elizabeth M. Bentzen, Plaintiffs and Appellants, v. H. N. RANCH, Inc., a Corporation, and Edward E. Birchby, Defendants and Respondents.

Lyle W. BENTZEN and Elizabeth M. Bentzen, Plaintiffs and Respondents, v. H. N. RANCH, Inc., a Corporation, and Edward E. Birchby, Defendants and Appellants.

Nos. 2780, 2781.

Supreme Court of Wyoming.

Jan. 14, 1958.

Holstedt & Schwartz, Sheridan, oral argument by Robert E. Holstedt, Sheridan, for Lyle W. Bentzen et al.

R. G. Diefenderfer, Sheridan, for H. N. Ranch, Inc., et al.

Before BLUME, C. J., and HARNSBERGER and PARKER, JJ. Mr. Justice PARKER delivered the opinion of the court

Plaintiffs, Lyle W. and Elizabeth M. Bentzen, brought an action against H. N. Ranch, Inc., and Edward E. Birchby for a declaratory judgment asking for a determination of the rights and liabilities under an 'Agreement for Warranty Deed' ¹ signed by them and by Birchby as president of the ranch. Plaintiffs asked that the instrument be adjudged to be of no force and effect and that they recover $1,000 paid to the defendants at the time of the signing. To this petition defendants filed an answer alleging both that the instrument was valid and that defendants were estopped to deny its validity; at the same time they interposed a counterclaim, reiterating the validity of the instrument, alleging a $15,000 loss to defendants by reason of a subsequent sale of the ranch for a figure less than that stated in the disputed instrument, and asking for judgment of $14,000.

On the trial of the cause, the court found against plaintiffs on the petition and against defendants on the counterclaim, decreeing that the parties take nothing and that each pay their own costs. From this judgment both parties have appealed to this court--plaintiffs from the adverse finding on their petition by Case No. 2780, and defendants from the adverse finding on their counterclaim by Case No. 2781.

Plaintiffs' specifications of error complain that the judgment is contrary to the evidence and contrary to the law, and defendants' specifications urge similarly regarding the court's failure to sustain their counterclaim.

In effect, plaintiffs insist that the 'Agreement' was a nullity and that the $1,000 down payment should be refunded, as money had and received by defendants to their unjust enrichment, while defendants urge that said instrument was 'valid, binding, and enforceable.' Accordingly, the principal question to be resolved is narrowed to a determination of whether or not there was in fact an enforceable contract. This will depend primarily upon the nature of the instrument signed and secondarily upon any conversations, dealings, and activities, between the parties which under the circumstances are admissible and can be said to have had a legal effect upon the 'Agreement.'

On the first point plaintiffs quote 12 Am.Jur., Contracts, §§ 23, 24, and 64; 17 C.J.S. Contracts § 49, to substantiate the rule that an agreement to make a future contract is not binding unless the same is definite and certain as to all essential terms and conditions; and defendants counter with the rule found at 17 C.J.S. Contracts § 36, p. 370, that a contract is not void because performance as to particular details is left subject to subsequent agreement of the parties. However, both the citations and the cases to which the parties refer are general in nature and deal with problems differing from the situation at hand, furnishing little solid ground as precedent in this instance--nor is it helpful that we have heretofore determined the securing of a contemplated loan by a purchaser not to be a condition precedent to the payment of the balance of the purchase price of realty. See Pegg v. Olson, 31 Wyo. 96, 223 P. 223.

The validity and enforceability of a contract for the sale of land which leaves open the terms of payment for future negotiations has had some attention from the courts; and a compilation of cases on the subject is found at Annotation, 49 A.L.R. 1464, 1465, wherein that authority says with some certainty:

'* * * it may be stated as a general rule, that a provision in a contract which leaves open the terms of payment for future negotiation renders the contract incomplete and uncertain in one of its material features, and for that reason it is unenforceable in equity.'

Although the annotation deals with specific performance rather than breach of contract, the pivotal question in each of the cases reviewed is the certainty or uncertainty of the understanding between the parties. Accordingly, the principles under review would seem to be determinative of the existence of a contract in each instance and would, therefore, be controlling in the present controversy. The case of Huff v. Shepard, 58 Mo. 242, therein cited, discusses an instance in which the sale of real and personal property was for a specified sum with the balance of the purchase money to be paid on such terms as should be agreed upon between the parties. The court there held that the alleged purchaser so far as he had bound himself at all had done so upon the express stipulation that the terms of payment would be such as he might thereafter consent to, and that there was, therefore, no agreement between the parties. In Tansey v. Suckoneck, 98 N.J.Eq. 669, 130 A. 528, 529, the court in discussing a contract for the sale of real estate in which the terms of payment had been left to future negotiation said that the dealings between the parties were not sufficient to support a decree for specific performance and quoted Brown v. Brown, 33 N.J.Eq. 650, 655, for the statement that:

"the bargain must have been completely determined between the parties, and its terms definitely ascertained. So long as negotiations are pending over matters relating to the contract, and which the parties regard as material to it, and until they are settled and their minds meet upon them, it is not a contract, although as to some matters they may be agreed."

The annotation, dealing with numerous citations to cases more or less analogous to the present controversy, requires no detailed analysis since the general principle is clearly established.

Other pertinent cases are: Edgcomb v. Clough, 275 Pa. 90, 118 A. 610; Drake v. Sop, 131 Misc. 573, 227 N.Y.S. 576; Berlinger v. Moffitt, Sup., 82 N.Y.S.2d 833; N. E. D. Holding Co. v. McKinley, 246 N.Y. 40, 157 N.E. 923; Ansorge v. Kane, 244 N.Y. 395, 155 N.E. 683, 245 N.Y. 530, 157 N.E. 845; Fisher v. Long, 294 Ky. 751, 172 S.W.2d 545; Jones v. McCown, 251 Ala. 581, 39 So.2d 14; Whitson v. Owens, 94 Fla. 1201, 115 So. 512; Stanaland v. Stephens, 78 Ga.App. 68, 50 S.E.2d 258; Esselstyn v. Meyer & Chapman State Bank, 63 Mont. 461, 208 P. 910; Merchants' Bank of Canada v. Sims, 122 Wash. 106, 209 P. 1113; Lee v. Lee Gold Mining Co., 71 Mont. 592, 230 P. 1091; Noble v. Reid-Avery Co., 89 Cal.App. 75, 264 P. 341; Long Beach Brug Co. v. United Drug Co., 13 Cal.2d 158, 88 P.2d 698, 89 P.2d 386; Bonk v. Boyajian, 128 Cal.App.2d 153, 274 P.2d 948, 949, 950. The last-named case dealt with an option to purchase realty at the price of $7,000 with the down payment of $3,000 and "Monthly payments on the balance due to be agreed upon at the time of purchase * * *." Although the matter there under discussion was an option rather than a sale, we think the court's statement bears some relevance to the present situation:

'* * * Where, in a business transaction, an important item is reserved for future determination no enforceable obligation is thereby created for 'neither law nor equity provides a remedy for breach of an agreement to agree in the future.' * * *'

Having in mind then the law applicable to land-purchase agreements indefinite as to the method of paying deferred balances, we review the contract here in controversy. The wording of the 'Agreement' in the present case on this point was as follows: 'Balance payable by future agreement on or...