East Broadway Associates, Ltd. v. Dowell
| Decision Date | 12 July 2002 |
| Docket Number | No. 01-223.,01-223. |
| Citation | 49 P.3d 1004,2002 WY 106 |
| Parties | EAST BROADWAY ASSOCIATES, LTD., a Wyoming corporation, Appellant (Defendant), v. Terrie L. DOWELL, Appellee (Plaintiff). |
| Court | Wyoming Supreme Court |
Peter F. Moyer, Jackson, WY, Representing Appellant.
Kenneth S. Cohen, Jackson, WY, Representing Appellee.
Before HILL, C.J., and GOLDEN, LEHMAN,1 KITE, and VOIGT, JJ.
[¶ 1] This is an appeal from a decision of the district court to enforce the sale of real property under earlier agreed upon written contract terms reached between the parties. Although we do not agree with a legal conclusion reached by the district court, we affirm the ultimate decision of the district court on a different basis.
[¶ 2] Appellant East Broadway Associates, Ltd. (EBA) sets forth the following issue on appeal:
Where a written real estate sale contract called for closing on the sale of a Jackson Hole condominium "on or before December 31, 1997" but the buyer was unable to obtain financing until November 17 of 2000, and there was no written or verbal extension agreement, was the district court empowered to order the sale of the property at the fixed 1997 contract price more than three years after the 1997 deadline based upon promissory estoppel or equitable estoppel?
Appellee Terrie L. Dowell (Dowell) phrases the issue on appeal as:
Did the district court properly apply the principles of estoppel when it ordered appellant to sell the condominium unit to appellee at the 1997 contract price?
[¶ 3] EBA is a Wyoming corporation owned by William and Mrs. Racow; William Racow (Racow) is president. In 1992, Dowell leased unit B-1 of the East Broadway Condominiums from EBA under a written lease agreement and paid a $1,500.00 deposit. Dowell resided in this condominium unit along with her children. After this lease expired by its terms, Dowell continued to rent unit B-1 from EBA on a verbal month-to-month tenancy basis.
[¶ 4] In March of 1994, Dowell received a letter from EBA informing each of the tenants of the condominium complex that EBA would be selling the condominium units but would first offer them for sale to the present tenants. Shortly after receiving this letter, Dowell had a conversation with Racow and advised him that she desired to purchase unit B-1. On April 26, 1994, Dowell then made a $1,000.00 earnest money deposit to EBA. The parties then entered into a contract for the sale of unit B-1 on or about August 3, 1994 (1994 contract).
[¶ 5] Later that summer, Dowell had a discussion with Racow and advised EBA that she did not desire to purchase unit B-1 because there had been a double murder in that unit a couple of years earlier. However, unit B-2 had become available in the interim. Therefore, during this conversation, Racow, on behalf of EBA, suggested a method for Dowell to purchase unit B-2. This suggestion was then put into a written memorandum dated October 1994 (1994 memorandum).
[¶ 6] The 1994 memorandum contained the following language:
Terrie Dowell PO Box Jackson WY 83001 Date 10/1/94 sales price $138,000.00 $138,000.00 10/1/94 Escrow ($ 1,000.00) $137,000.00 10/1/94 Deposit ($ 1,500.00) $135,500.00 10/1/94 30 years 7% WCDA $901.50 $ 901.50 10/1/94 Condo Fees $ 75.00 $ 976.50 10/1/94 Taxes $ 45.00 $ 1,021.50 10/1/94 Tax Credit $ 62.00 10/1/94 Price January 1996 $133,500.00
[¶ 7] Later in 1994, Dowell and her children moved into unit B-2. Prior to them moving into this unit, EBA installed a downstairs bathroom and recarpeted the unit, and Dowell painted some of the interior of the condominium. However, in the summer of 1994, Dowell had just started a barber business, and she was advised by her bank that she needed to be in business for two years before the bank could make her a loan. EBA then agreed that it would hold to the $138,000.00 purchase price of unit B-2 for two years. This two-year period passed without any additional communication between the parties.
[¶ 8] Before October of 1994, Dowell paid EBA $761.50 per month for unit B-1. Beginning in October of 1994, this amount rose to $1,021.50 per month with the amount of $140.00 allocated towards the purchase of the condominium unit, $45.00 paid toward real property taxes, and $75.00 paid toward homeowner's association dues. Previously, no tenant including Dowell had paid either real property taxes or homeowner's association dues on their unit. Dowell continued to make additional payments to EBA each month since October 1994, except that the homeowner's association dues were increased in September of 1997 from $75.00 to $100.00 per month.
[¶ 9] In September of 1997, Dowell intended to apply for financing to purchase unit B-2 but was advised that she needed a contract of sale in order for her application to be considered. Therefore, EBA and Dowell entered into another written contract for the sale of unit B-2 (1997 contract). The purchase price for this transaction was set at $147,000.00 less credits/deposits leaving a net sales price of $132,300.00. This amount was calculated by giving Dowell credit for $2,500.00 in deposits and $12,200.00 in deposits from the monthly payments made by Dowell to EBA under those terms mentioned above. Closing of this transaction was set to take place on or before December 31, 1997, again subject to Dowell obtaining financing. A $1.00 earnest deposit was to be made by Dowell to EBA.
[¶ 10] After the 1997 contract was signed but before Dowell made application for financing, Dowell learned that her son needed medical treatment costing approximately $8,000.00 and notified Racow on behalf of EBA of this circumstance and that this situation would impair her ability to qualify for financing. EBA, through Racow, suggested to Dowell that she take care of her family first, words to the effect of "do what you need to do." December 31, 1997 passed by; however, neither party gave written notice to the other that the 1997 contract was terminated. Almost two years then elapsed with neither party discussing the contract. Nevertheless, Dowell continued to make monthly payments to EBA for rent, purchase of the condominium unit, taxes, and homeowner's association dues in those amounts mentioned above. These payments were accepted by EBA.
[¶ 11] In August or September of 1999, Dowell was cutting Racow's hair and asked Racow on behalf of EBA for a payoff figure for unit B-2. Racow became upset and stated that his aunt was coming to town in the near future and it seemed silly for him (EBA) to sell the unit since this was the case. Dowell responded by reminding Racow of their earlier conversation when her son needed medical treatment. Nothing else was said concerning this issue, and Racow paid for his haircut and left.
[¶ 12] A month later Dowell telephoned Racow and asked him to meet with him. However, Racow was leaving town at the moment. Dowell asked Racow if she should be looking for a new place to live. Racow responded by saying, "No, no, I don't know what I'm doing." Dowell said that she was under the belief that she had been buying the unit for five years, and that she was not buying Racow's aunt a new dishwasher since the unit then needed a replacement dishwasher. Racow did not respond to this statement by Dowell.
[¶ 13] The Racows were gone from the area for the winter. Dowell telephoned Racow in February of 2000 and left a message on his answering machine. However, Dowell did not receive a return call from Racow. In September of 2000, Dowell again left a message for Racow. Racow returned this call that same day. Dowell asked Racow if he had thought about their last discussion. Racow responded by stating he had not thought about it at all. Later during Thanksgiving week, Dowell telephoned Racow and asked to meet with him. At a meeting held later that day, Dowell advised Racow on behalf of EBA that she had obtained financing and was now able to purchase unit B-2. Racow became angry and left the meeting.
[¶ 14] EBA, through Racow, then responded on November 22, 2000, in writing shortly after the meeting stating that EBA did not intend to sell the unit to Dowell unless she paid an additional $78,000.00, which increased the purchase price for the unit to $225,000.00 (November 22, 2000 letter). EBA also notified Dowell that unless she agreed to pay an increased rental she would be evicted on January 1, 2001. This is the first written communication received by Dowell from EBA since the parties entered into the 1997 contract.
[¶ 15] During the time period in which Dowell was making monthly payments to EBA, she intentionally did not pursue purchasing other houses because she believed she was purchasing unit B-2 even though there was an opportunity through WCDA to obtain 100% financing. Dowell also paid for numerous repairs to unit B-2 during these years without seeking reimbursement. In response, Dowell filed the instant lawsuit asking the district court to enter a declaratory judgment that Dowell had the right to purchase the unit for the original purchase price expressed within the 1997 contract.
[¶ 16] After trial, the district court entered a judgment dated March 15, 2001, ruling that the 1997 contract was clear and unambiguous and had lapsed by its terms but that EBA was estopped from asserting the 1997 contract was no longer enforceable and ordered that Dowell had thirty days to purchase the condominium unit under the terms of the 1997 contract. On April 12, 2001, Dowell paid EBA the 1997 contract purchase price amount and obtained a warranty deed for the property from EBA. This appeal followed.
[¶ 17] Trial of this case was held before the district court with the district court issuing specific findings of fact and conclusions of law. In its recently published case of Hutchings v. Krachun, 2002 WY 98, ¶ 10, 49 P.3d 176, ¶ 10 (Wyo.2002), this court reiterated our standard of review in such an instance.
The purpose of specific findings of fact is to inform the...
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