Cheney v. Jemmett
Decision Date | 15 October 1984 |
Docket Number | No. 14884,14884 |
Citation | 107 Idaho 829,693 P.2d 1031 |
Parties | Ernest J. CHENEY, Plaintiff-Appellant, v. Blaine R. JEMMETT and Nita Jemmett, husband and wife, Defendants-Respondents. |
Court | Idaho Supreme Court |
Charles J. Nicholas, McCall, for plaintiff-appellant.
Louie Gorrono, Emmett, for defendants-respondents.
On February 10, 1977, plaintiff, Ernest Cheney, and his then-wife, Janet Cheney, entered into a real estate purchase agreement with the defendants, Blaine and Nita Jemmett (the Cheney/Jemmett agreement). By the terms of that agreement, the plaintiff and his wife agreed to sell certain real property situated in Gem County, Idaho, to the defendants. The agreement stated a purchase price of $32,500, with $5,000 being paid by the first of March, 1977, and the balance of $27,500 plus interest at 9 1/2% per annum, to be paid through an escrow at the Treasure Valley Bank, McCall, Idaho. The principal balance had been reduced to the sum of $22,745.27 at the time of trial.
This agreement contained a term which specified that "[t]he Purchasers agree that they will not assign this agreement, nor any interest herein or in the property hereby agreed to be sold and purchased, without first obtaining the written consent of Sellers." The contract further contained a default clause which specified what would happen in the event the purchasers defaulted on any of the terms of the agreement. 1
Sometime later, the defendants contacted an Emmett real estate broker to sell the property involved in the Cheney/Jemmett agreement. The restriction on assignment was noted, and the plaintiff was contacted to obtain his consent. Plaintiff refused to consent to the proposed assignment. Thereafter, the real estate broker, his salesman and a prospective purchaser, Douglas Honn, consulted an Idaho attorney about the assignment problem. The attorney advised these parties to enter into a separate rental and sales agreement.
Pursuant to the Jemmett/Honn agreement, the payments made by the Honns to the defendants, were remitted by the defendants to the escrow at the Treasure Valley Bank, McCall, Idaho, to be credited to the original Cheney/Jemmett contract. The Honns were entitled to possession of the premises after June 24, 1980.
During the course of closing the final transaction between the Jemmetts and the Honns, the real estate broker discovered an encumbrance held by Treasure Valley Bank, McCall, Idaho, against the property. Plaintiff had assigned his interest in the Cheney/Jemmett contract to the bank in March of 1981, to secure a loan made by the bank to the plaintiff. The assignment was supported by a U.C.C. financing statement filed with the Gem County recorder describing the land in question. The real estate broker contacted plaintiff about the encumbrance and requested plaintiff to obtain a release from the bank removing this encumbrance. Plaintiff consented to deliver a satisfaction of the encumbrance to the real estate broker for the transaction between the Jemmetts and the Honns.
On March 17, 1981, and again on May 5, 1981, plaintiff sent the defendants written notices stating his intention to declare default, based on the alleged assignment the defendants made to the Honns. Twice, defendants claimed no such assignment had occurred. In the second notice, plaintiff advised defendants that unless they corrected their default, the entire purchase price then remaining unpaid, would be immediately due and payable. The defendants did not take any steps to cure the alleged default, but rather continued to make payments on the Cheney/Jemmett contract. Plaintiff (and Treasure Valley Bank, McCall, Idaho, by virtue of plaintiff's assignment of the Cheney/Jemmett contract to the bank) accepted all payments including those made after the first Notice of Intention to Declare Default sent on March 17, 1981.
The plaintiff brought an action against the defendants to compel the defendants to pay the balance due and owing on the contract, claiming that defendants were in default of the non-assignment clause. The case went to trial before the court, and at the conclusion of plaintiff's case, the defendants moved for an involuntary dismissal pursuant to I.R.C.P. 41(b). The record reveals that the district judge ruled from the bench, granting defendant's motion for dismissal and directing both parties to submit proposed findings of fact and conclusions of law.
The plaintiff first contends that the district court committed reversible error by adopting in their entirety, the "enormously sweeping and self-serving" findings of fact and conclusions of law submitted by the defendants. Plaintiff contends that the judge's conduct in this regard amounted to a flagrant disregard of I.R.C.P. 52(a) and the guidelines established by this Court.
Rule 52(a) states that "[i]n all actions tried upon the facts without a jury or with an advisory jury, the court shall find the facts specially and state separately its conclusions of law thereon and direct the entry of the appropriate judgment." The Court of Appeals in Pline v. Asgrow Seed Co., 102 Idaho 827, 833, 642 P.2d 64, 70 (Ct.App.1982), aptly summarized our position regarding this rule.
See also Marshall Bros., Inc. v. Geisler, 99 Idaho 734, 588 P.2d 933 (1978).
The findings of fact and conclusions of law adopted by the trial court, contained therein the basis for the trial court's decision to grant defendant's motion to dismiss: (1) that the Jemmett/Honn agreement did not violate the anti-assignment clause of the Cheney/Jemmett contract; and, (2) that the plaintiff had unreasonably withheld his consent in this matter. However, the adopted findings and conclusions also contained findings and conclusions which were not addressed by the trial court in its oral ruling. While they may have been somewhat overbroad, we do not believe the trial court committed reversible error in adopting the findings and conclusions proposed by the defendants. 2 Based on the views expressed infra, we affirm the trial court on the second basis stated by the trial court in its oral ruling: that the plaintiff unreasonably withheld his consent in this matter. The adopted findings and conclusions contain those findings and conclusions which are essential to the trial court's ruling on this issue. We further believe that the adopted findings and conclusions are sufficient and supported by the evidence. Accordingly, we do not reverse this case for a re-drafting of findings and conclusions.
The plaintiff next asserts that the district court erred in holding that the non-assignment clause and the Cheney/Jemmett agreement should not be enforced pursuant to their terms. 3 The district court's conclusions of law 1 and 2 state as follows:
We do not reach the issue of whether the Jemmett/Honn agreement constituted an assignment within the meaning of the Cheney/Jemmett agreement because, in any event, we are persuaded that plaintiff unreasonably and arbitrarily withheld his consent to the request for assignment.
It must first be noted that "[p]rovisions in bilateral contracts which forbid or restrict assignment of the contract without the consent of the obligor have generally been upheld as valid and enforceable when called into question, although the meaning of such terms becomes a matter of interpretation." 6 Am.Jur.2d Assignments § 22 (1963); see Annot., 37 A.L.R.2d 1251, 1253 (1954); Masterson v. Sine, 68 Cal.2d 222, 65 Cal.Rptr. 545, 436 P.2d 561 (1968). While this is generally true, it must be noted that the non-assignment clause in the present case was not absolute in its terms. The purchasers agreed not to assign "without first obtaining the written consent of Sellers." In our view, the interpretation of a non-assignment clause conditioned on the consent of the seller as in the present case, necessarily implies that the seller will act reasonably and in good faith in exercising his right of approval. Cf. Mitsui & Co. v. Puerto Rico Water Resources Authority, 528 F.Supp. 768 (D.P.R.1981) ( ). The Utah Supreme Court cogently expressed our views in this regard.
"
Prince v. Elm Investment Co., 649 P.2d 820, 825 (Utah 1982); (quoting William G. Vandever & Co. v. Black, 645 P.2d 637, 639 (Utah 1982)); see also W.P. Harlin Construction Co. v. Utah State Road Commission, 19 Utah 2d 364, 431 P.2d 792 (1967). Additio...
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