Bonk v. Boyajian

• Decision Date: 18 October 1954
• Parties: Henry C. BONK and Lucile S. Bonk, Plaintiffs, Cross-Defendants and Respondents, v. Nanook BOYAJIAN and Mary Boyajian Defendants, Cross-Complainants and Appellants. Civ. 20168.
• Court: California Court of Appeals Court of Appeals

Page 948

274 P.2d 948

128 Cal.App.2d 153

Henry C. BONK and Lucile S. Bonk, Plaintiffs, Cross-Defendants and Respondents, v. Nanook BOYAJIAN and Mary Boyajian Defendants, Cross-Complainants and Appellants.

Civ. 20168.

District Court of Appeal, Second District, Division 2, California.

Oct. 18, 1954.

Hearing Denied Dec. 15, 1954.

Allard, Brownsberger, Shelton & O'Connor, John Moran, Pomona, for appellants. ^*

Henry E. Kappler, Los Angeles, for respondents.

FOX, Justice.

Defendants appeal from a decree of specific performance.

Defendants, husband and wife, own as joint tenants, certain real property in the city of Pomona. On February 1, 1950, plaintiffs leased this property for a two-year period at a rental of 90 per month. Defendant husband signed the lease but his wife neither signed the document nor did she give him written authority to sign for her. The lease contained the following option to purchase the property:

'It is further agreed that lessee shall have the option to purchase this property at any time within the first 2 years of this lease at the purchase price of $7000.00, down payment to be $3000.00, or more Monthly payments on the balance due to be agreed upon at the time of purchase, within the first 2 years of this lease the rent paid up to the time of purchase shall be applied on the purchase price and is not to be deducted from the down payment.' (Emphasis added.)

Prior to February, 1952, plaintiffs caused to be delivered to Mrs. Boyajian a notice of exercise of option, which read, in part, as follows:

'You are further notified that the undersigned have paid to you, by way of rent under the terms of the above described Store Lease, $2,160.00 and that under the terms of the above described option the said sum of $2,160.00 shall apply, in addition to the said sum of $3,000.00, upon the total purchase price set forth in the option of $7,000.00 leaving a balance due you for the purchase price of the property $1,840.00, which, under the terms of the option, the undersigned offers to pay to you as follows: a Promissory Note to be executed by the undersigned to you for $1,840.00 bearing interest at the rate of 6% per annum and to be paid in installments of $100.00 per month, including interest and principal, the first payment commencing February 1, 1952, * * *'

Plaintiffs thereupon opened an escrow, deposited $3,000 therein and claimed credit for $2,160, which represented the rentals they had paid. Plaintiffs also executed and placed in the escrow their promissory note for the balance of $1,840, payable at the rate of $100 per month with interest at 6 percent. The defendants refused to proceed with the deal, the husband claiming that the alterations in the lease were different from those authorized by him, and the wife relying on the fact that she had neither signed the document nor given her husband written authority to represent her. No attempt was made to fix the amount of monthly payments on the balance. At the time of the trial, however, the installments of $100 per month which plaintiffs had deposited with the clerk of the court had reached the sum of $1,840, the balance under the lease-option agreement. The court thereupon ordered the defendants to convey the property to the plaintiffs by 'a good and sufficient' deed upon the payment to the defendants by the clerk of said $1,840 and the payment by plaintiffs of the further sum of $3,000.

Defendants contend that under the quoted provisions of the option plaintiffs are not entitled to a decree of specific performance. Their contention is sound.

Where a party seeks specific performance of a contract, the terms of the contract must be complete and certain in all particulars essential to its enforcement. Colorado Corp., Ltd. v. Smith, 121 Cal.App.2d 374, 376, 263 P.2d 79; Gould v. Callan, 127 Cal.App.2d ----, 273 P.2d 93; Berven v. Miller, 86 Cal.App.2d 39, 40, 194 P.2d 80; Federated Income Properties v. Hart, 84 Cal.App.2d 663, 665, 191 P.2d 59, Civil Code, sec. 3390, subd. 6. An agreement for the sale of real property will not be specifically enforced unless it not only contains all the material terms, but also expresses each in a reasonably definite manner. Roberts v. Lebrain, 113 Cal.App.2d 712, 716, 248 P.2d 810; Bruggeman v. Sokol, 122 Cal.App.2d 876, 881, 265 P.2d 575; Buckmaster v. Bertram, 186 Cal. 673, 676, 200 P. 610. These principles have been applied in denying specific performance of agreements which are incomplete, indefinite or uncertain with respect to the terms of payment of deferred balances or the terms of incumbrances representing such deferred balance Mills v. Skaggs, 64 Cal.App.2d 656, 658-659, 149 P.2d 204; Mariposa Commercial & Mining Co. v. Peters, 215 Cal. 134, 140, 8 P.2d 849; Buckmaster v. Bertram, supra. 'Uncertainty, as to the terms and conditions of deferred payments is fatal to a claim for specific performance.' Gould v. Callan, supra [127 Cal.App.2d ----, 273 P.2d 95]; Klein v. Markarian, 175 Cal. 37, 40, 165 P. 3. 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.' Autry v. Republic Productions, Inc., 30 Cal.2d 144, 151, 180 P.2d 888, 893; Ablett v. Clauson, 43 Cal.2d ----, 272 P.2d 753; Ridgway v. Chase, 122 Cal.App.2d 840, 849, 265 P.2d 603. In the Ablett cas...