Brown v. Burnside

• Decision Date: 29 July 1971
• Docket Number: No. 10764,10764
• Citation: 487 P.2d 957,94 Idaho 363
• Court: Idaho Supreme Court
• Parties: L. W. BROWN and Brown & Parker, Inc., a corporation, Plaintiffs-Respondents, v. Noel BURNSIDE and Alese Burnside, husband and wife, Defendants and Cross Complainants-Appellants, v. Amle LANDON and Barbara Landon, husband and wife and the Federal Land Bank of Spokane, Cross Defendants-Respondents.

Page 957

487 P.2d 957

94 Idaho 363

L. W. BROWN and Brown & Parker, Inc., a corporation, Plaintiffs-Respondents, v. Noel BURNSIDE and Alese Burnside, husband and wife, Defendants and Cross Complainants-Appellants, v. Amle LANDON and Barbara Landon, husband and wife and the Federal Land Bank of Spokane, Cross Defendants-Respondents.

No. 10764.

Supreme Court of Idaho.

July 29, 1971.

Denman, Reeves & Oksendahl, Idaho Falls, for appellants.

Lee & Ririe, Rigby, for respondents.

SPEAR, Justice.

In 1963, appellants Noel and Alese Burnside were purchasers of a farm (referred to as 'Poplar Farm') from Jesse and Ada Clark. This purchase was by contract with the deed to be delivered later. Also, in 1963, appellants were farming some land known as the 'desert farm' owned by Brown & Parker, Inc., hereinafter referred to as 'The Corporation.' Under the terms of the original lease The Corporation furnished all the machinery and received 50% of the crops. A new agreement was entered into by The Corporation and appellants in 1964 that provided for the purchase by appellants of a full line of farm equipment from The Corporation for a price of $42,300 and for an annual rental of 1/3 of the annual crop. Prior to the 1964 agreement appellants had entered into an oral contract to sell Poplar Farm to Amle Landon and his wife.

The agreement between appellants and The Corporation providing for the sale of equipment and the revised lease of the desert farm was incorporated in a written contract signed by L. W. Brown and Noel Burnside in February 1965. It is uncontraverted that The Corporation was, in fact, the real party in interest. This contract recited that there was a down payment of $12,500 acknowledged to have been received. It had been previously agreed orally between these parties that the down payment would consist of an assignment of the Burnside-Landon contract of sale of the Poplar Farm to The Corporation, appellants abandoning their interest in the sale to the Landons, and Brown and The Corporation arranging a sale of Poplar Farm to Landons. In effect appellants assigned the land sale contract to The Corporation and the payments on the Poplar Farm made by Landon to The Corporation constituted the down payment mentioned in the contract between appellants and The Corporation.

Landon and his wife went into possesion of Poplar Farm in June 1964 and have ever since held continuous possession of the property. They have made several imporvements to the farm and have torn down an old farm house. Also, the Landons have paid all the taxes on Poplar Farm and made all annual payments to The Corporation. At no time until the initiation of this lawsuit by Brown and The Corporation have appellants ever objected to the Landons' possession or improvement of Poplar Farm.

In the years immediately following the formation of their contract with The Corporation, appellants began experiencing poor crops and financial difficulties. They had a loan with the Bank of Idaho, which Brown had signed as guarantor, that was in arrears. At the end of the 1966 crop season appellants and Brown discussed abandoning their contract. In the presence of both appellants it was decided to cancel the contract. All the machinery used on the desert farm by appellants, including some added and replacement machines, would be returned to The Corporation, which was also allowed to keep all payments made by appellants as reasonable rental for the use of the equipment. Some mention was made of the return of Poplar Farm to appellants at this time but no agreement was reached.

The trial court found that the parties agreed in the spring of 1967 that Brown and The Corporation would keep the Poplar Farm contract and pay $9000.00 of appellants' indebtedness. Pursuant to this agreement, all monies owing between these parties were cancelled including a share of an electric power rebate due appellants, amounts owed appellants for feeding repondents' cattle, and certain deficiencies due these respondents for past crops, Respondents at this time retook possession of the desert farm.

In October 1967, appellants received a warrnaty deed to Poplar Farm from Jesse and Ada Clark, but they refused to make a warranty deed to The Corporation or Brown.

These respondents brought suit for specific performance to compel appellants to deliver a warranty deed and for money still owing on the contracts between the parties. Appellants counterclaimed to quiet title to Poplar Farm and for damages for conversion alleging that these respondents had converted some of appellants' equipment when they took possession of the equipment on the desert farm. Appellants also entered a cross-complaint against the Landons for the use of Poplar Farm and for damages to the premises.

The trial court found and concluded that the oral contracts between the parties were valid and enforceable because of complete performance and estoppel. Judgment was entered denying appellants any relief in their counterclaim or cross-claim and decreeing specific performance in accord with respondents' prayer for specific performance.

In five of appellants' assignments of error, they challenge several of the trial court's findings of fact. Appellants argue that it was error to find that the transfer of Poplar Farm to The Corporation was shown by clear, convincing and substantial evidence and was intended as a down payment on the machinery purchase contract. Appellants also challenge findings made regarding the cancellation...