Darling v. Nineteen-Eighty Corp.

• Decision Date: 05 May 1970
• Docket Number: No. 53845,NINETEEN-EIGHTY,53845
• Citation: 176 N.W.2d 765
• Parties: John P. DARLING, Appellee, v. TheCORPORATION and David W. Belin, Appellants.
• Court: Iowa Supreme Court

Page 765

176 N.W.2d 765

John P. DARLING, Appellee, v. The NINETEEN-EIGHTY CORPORATION and David W. Belin, Appellants.

No. 53845.

Supreme Court of Iowa.

May 5, 1970.

Dickinson, Throckmorton, Parker, Mannheimer & Raife, Des Moines, for appellants.

Austin, Grefe & Sidney, Des Moines, for appellee.

BECKER, Justice.

Action to quiet title to real estate. Defendant corporation counterclaimed for specific performance of an alleged contract for the sale of the farm in controlversy. After trial the court held no contract to sell the real estate had been consummated, dismissed the counterclaim and entered judgment quieting title in plaintiff. Defendants appeal. We affirm.

The property consists of 75 acres of land on the southwest corner of Highway 28 and Army Post Road in Polk County which was owned by plaintiff, John P. Darling. For many years Mr. Darling and his family had been represented and advised by Noel T. Robinson, Vice President and Trust Officer of the Central National Bank and Trust Company of Des Moines. These efforts included establishment of trusts and administration of the Darling family affairs. The relationship between Robinson and the Darling family is described as 'very, very close'.

At the time material to this action the farm was solely owned by Mr. Darling, a resident of Florida. He advised Robinson to increase his (Darling's) income by sale of the farm which, while very valuable, was not bringing a substantial return.

Robinson proceeded to accomplish the sale. Two potential buyers were interested David W. Belin and his associates and E. C. Coppola. Mr. Belin's group formed defendant The Nineteen-Eighty Corporation for the sole purpose of buying the property. Belin disavows any personal interest in the transaction.

Because of the narrow point involved we will not recite at length the maneuvers of the two ready, willing and able buyers, each of whom wanted the land but on the most favorable terms possible, and the seller, who wanted the best price obtainable. Suffice to say Belin prepared an offer to buy the property and a real estate contract for such purchase which he took to Robinson. The contract recited the purchase price as $60,000, 'of which $10,000 has been paid herewith.' This was the price Robinson had in mind and had discussed with his principal, John Darling. Robinson told Belin two documents were not necessary; they were agreed on the details of financing, date of physical delivery, payment of the real estate broker's fee, proration of taxes and the like. He suggested Belin (both men were lawyers) prepare a deed to be forwarded to Darling for his approval and signature. The deed was prepared, delivered to Robinson and forwarded by him with the contract and a covering letter to Darling. No money was paid at this point.

There is little doubt that all persons present at the initial meeting felt a deal had been made subject to Darling's concurrence. But Robinson did not feel he had authority to sell this property (although he had a power of attorney from Darling) and defendants do not claim he made a sale at the time. They claim there was a complete understanding subject only to Darling's acceptance. They contend there was an irrevocable acceptance when Darling signed the contract and deposited it in the mail to Robinson.

The contract and deed were forwarded to Darling by mail and returned by Darling by mail. While the papers were in the mail, Coppola made a higher offer for the farm. Robinson called Darling who instructed his agent not to deliver the contract and deed to defendants.

Robinson notified Belin of the higher offer and a proposal to accept bids on the property with the offers limited to $75,000 or more. Belin stated he considered his corporation had purchased the property and demanded return of the contract. Robinson tore the signatures off the contract copies and delivered them to Belin.

Coppola bid as requested and apparently bought the property for $75,500. Belin filed an affidavit in the Polk County Court House which stated the described property had been purchased by The Nineteen Eighty Corporation. This occasioned the instant action by plaintiff Darling to quiet title and the counterclaim for specific performance by the corporation.

I. Defendants rely entirely on our holdings in Hayne v. Cook, 252 Iowa 1012, 109 N.W.2d 188 and the cases there discussed. If this case is controlled by Hayne defendants are entitled to a reversal, otherwise not.

We could review a large portion of the contract law in determining the relative position of the parties through each step of the negotiations recited above. We find this unnecessary. The law on most of the points is exhaustively reviewed in Hayne v. Cook, supra.

At the time the written contract and deed were submitted to Robinson and forwarded by him to his principal there was no binding contract in effect. Defendants do not dispute this conclusion. They contend the offer made to plaintiff through Robinson, as plaintiff's agent, was accepted when Darling put the papers back in the mail addressed to Robinson. In other words, the parties manifested a mutual, unequivocal assent to the terms of the contract By communicating a valid offer and acceptance which was complete when it was put in the mail addressed to Robinson.

'The real nub of this controversy then appears to be whether the acceptance was 'delivered' to plaintiff in the legal sense of the word.' (Loc. cit. Hayne v. Cook, 252 Iowa at page 1020, 109 N.W.2d at page 192.) The issue here is...