C & T Land & Development Co. v. Bushnell, 9881
| Decision Date | 04 June 1970 |
| Docket Number | No. 9881,9881 |
| Parties | C & T LAND & DEVELOPMENT COMPANY, an Arizona corporation, Appellant, v. George BUSHNELL, Receiver, Union Title Company, an Arizona corporation, Paul L. Herrera and Edna Carter Herrera, his wife, James E. Carter, J., husband of Connie E. Carter, dealing with his sole and separate property, James R. Carter, Sr., James R. Carter, Jr., as Trustee under Testamentary Trust of Ida R. Carter, Deceased, Appellees. |
| Court | Arizona Supreme Court |
Langerman, Begam & Lewis, by Frank Lewis, Phoenix, for appellant.
Jones, Brinig & Cooley, by Anthony O. Jones, Phoenix, and Earl P. Platt, St. Johns, for appellees.
This appeal involves a dispute over the terms of a Trust Agreement wherein defendants (Paul and Edna Herrera, James Carter, Sr. and James Carter, Jr.) as First Beneficiaries, agreed to sell the property which was the subject of the Trust to plaintiff, C & T Land and Development Co., the Second Beneficiary. Plaintiff failed to make one of the annual payments and defendants caused a notice of default to be issued. Plaintiff then commenced this action to forestall the forfeiture of its interest under the Trust, alleging that the Trust by its terms gave plaintiff ten separate annual options to buy land from defendants, and that the failure to exercise an option in any one year was not a default which would allow defendants to forfeit plaintiff's future rights under the Trust. Defendants counterclaimed, seeking a declaration that plaintiff's rights under the Trust Agreement had been forfeited. There were cross motions for summary judgment. The trial court granted defendants' motion and denied plaintiff's; finding as a matter of law that the Trust provided for forfeiture of all of plaintiff's interests on its failure to make any one of the annual payments.
Although other issues were tried to the court, plaintiff on appeal challenges only the trial court's rulings of law on the cross motions for summary judgment. Plaintiff here contends that the trial court should have construed the Trust Agreement in its favor and granted its motion for summary judgment. No challenge is made that summary judgment was an improper way to dispose of the issue. There were no questions of fact before the court, and it is well settled law that generally the interpretation of an agreement is a question of law for the court. Kintner v. Wolfe, 102 Ariz. 164, 426 P.2d 798 (1967).
Plaintiff relies solely on Article VII of the Trust Agreement, contending that it created ten separate options; even though the word 'option' or 'options' is nowhere found in the paragraph or anywhere else in the Agreement. The first full paragraph of Article VII provides:
'The Trust herein provided for is established and exists and shall be operated for the purpose of carrying out the sale by First Beneficiaries to Second Beneficiaries of the property hereinbefore referred to and particularly described, as separate and single transactions as to each annual payment and release of land thereunder the nothing in this agreement shall be construed to nullify this provision, although this shall not revoke the rights or privileges of prepayment, releases and deferred contract sales herein provided; and for such purpose said Trustee shall have the powers, rights and obligations herein set forth and contained.'
Although plaintiff makes no reference whatsoever to any other provision in the Trust Agreement, and would have us consider the above-quoted paragraph alone, it is axiomatic that any agreement must be construed as a whole, and each part must be read in light of all the other parts. Goodman v. Newzona Investment Co., 101 Ariz. 470, 421 P.2d 318 (1966). With this principle in mind we have scrutinized the entire Trust Agreement and conclude that the trial court correctly disregarded the 'ten separate options' theory propounded by plaintiff. There are many factors which support the trial court's conclusion, some of which are as follows:
A. In the introductory clause of the Trust Agreement defendants are established as the owners of the subject property (approximately two Townships) which is then described as a whole. In paragraph I defendants agree to sell and plaintiff agrees to buy the described property for the full sum of $2,000,000. Paragraph III then acknowledges receipt of $30,000 and sets forth the manner of payment, and when taken together with the release of property provisions in Paragraph IX-A, results in the following schedule:
Year of Acres to
Payment to be Made Payment be released
------------------ ------- -------------
$ 200,000.00 1962 1,000
200,000.00 1963 2,000
177,750.00 1964 3,555
177,750.00 1965 3,555
177,750.00 1966 3,555
177,750.00 1967 3,555
177,750.00 1968 3,555
177,750.00 1969 3,555
177,750.00 1970 3,555
177,750.00 1971 3,555
178,000.00 1972 8,000
------------------
$2,000,000.00 plus leases &
improvements
The total sum of $2,000,000 is consistently referred to in the Trust Agreement as the purchase price and the payments on said purchase price are consistently referred to as annual installments. It will be noted that after the first installment and again after the second installment there is a substantial reduction in the release price per acre, making the first released acreage much...
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