Eliason v. Watts, 16402

• Decision Date: 14 July 1980
• Docket Number: No. 16402,16402
• Citation: 615 P.2d 427
• Parties: Stephan R. ELIASON and Marilyn D. Eliason, husband and wife, Plaintiffs, Respondents, and Cross-Appellants, v. Richard C. WATTS and John A. Kerr, partners, dba K. W. Development, a partnership, and Jan Watts and Barbara Kerr, as Individuals, Defendants, Appellants, and Cross-Appellants.
• Court: Utah Supreme Court

Page 427

615 P.2d 427

Stephan R. ELIASON and Marilyn D. Eliason, husband and wife Plaintiffs, Respondents, and Cross-Appellants, v. Richard C. WATTS and John A. Kerr, partners, dba K. W Development, a partnership, and Jan Watts and Barbara Kerr, as Individuals Defendants, Appellants, and Cross-Appellants.

No. 16402.

Supreme Court of Utah.

July 14, 1980.

Lyle W. Hillyard, Hillyard, Low & Anderson, Logan, for defendants, appellants, and cross-respondents.

David R. Daines, Daines & Daines, Logan, for plaintiffs, respondents, and cross-appellants.

STEWART, Justice:

This appeal is from a judgment granting specific performance and rental-value damages of $8,200 for the period defendants had failed to perform according to the terms of an "Earnest Money Receipt and Offer to Purchase" real property.

Defendant Watts and his partner, John A. Kerr, a co-defendant who did not join in this appeal, acquired the subject property in North Logan, Utah, in 1976. A few months later, Kerr agreed to list the property for sale with Sherma Fife. Both Fife and Kerr were associated with Sierra West Real Estate. After the Eliasons, plaintiffs, had negotiated acceptable terms through Fife, the parties executed a document entitled "Earnest Money Receipt and Offer to Purchase," which provided for the purchase by plaintiffs of one unimproved lot for $30,000 and for an option on an adjacent lot. Plaintiffs made a $100 down payment and on October 15 tendered a cashier's check for the balance of $29,900. Defendant Watts rejected the tender and notified Fife that the sale could not go through because of various problems that had arisen. Plaintiffs successfully sued for specific performance of the sales agreement.

On appeal defendant argues that the terms of the contract were unclear and the contract itself was ambiguous. He contends it was error for the trial court to order specific performance under such circumstances. Defendant also challenges the court's award of damages, contending that if this Court affirms the order below, damages should be limited to actual out-of-pocket losses, or, if rents and profits are determined to be the proper measure of damages, there should be an offset in the amount of interest on the full purchase price.

Specific enforcement of a contract depends on whether the obligations of the parties are set forth with sufficient clarity and definiteness that the contract can be performed according to its terms. Ferris v. Jennings, Utah, 595 P.2d 857 (1979); Pitcher v. Lauritzen, 18 Utah 2d 368, 423 P.2d 491 (1967). In the present case, defendant contends that the contract was unenforceable because (1) no date was given for the payment of the balance due, (2) the description of the property contained inaccuracies, (3) the buyer did not give a bid on carpet installation as part of the price, as set out in the offer to purchase, (4) the offer was subject to the buyers' obtaining a septic tank permit, and no permit was issued, and (5) there were omissions regarding improvements, closing date, and commission. Since the trial court found, contrary to defendant's position, that the terms of the contract were sufficiently complete and clear to justify a decree of specific performance, its judgment will stand if it has substantial support in the record. Brady v. Fausett, Utah, 546 P.2d 246 (1976).

The trial court found that the contract was definite and certain in its essential terms and that "the contract wording and the understanding of all parties was clear as to all of the essential contract terms including the identification of the specific land to be sold, the purchase price, and the time for conveyance, and the parties knew the exact tracts of land to be transferred and the purchase price." The court also rejected defendant's contention that substantive parts of the contract had not been complied with and found that those were contingency provisions that were "outside of the contract."

The contract of purchase dated October 4, 1976, contained a handwritten statement above the parties' signatures that the sellers would "accept the (offer) above" at the price of $30,000 for lot # 4, with an option on an adjacent lot, until March 1, 1977. The trial court correctly found that the plaintiffs' tender of cash for the amount of the purchase price was sufficient performance on their part and that plaintiffs were not required to bid on carpet installation as part of the purchase price as allowed by the contract.

As to defendant's contention that the property description was ambiguous, the record supports the finding that the property to be conveyed was clearly identified. The contract contained the following descriptive terms supplied by defendant's partner or agent Fife: lot # 4 with option on land immediately behind approximately 208' X 165 , located at approximately 1860 No. Main in No. Logan City, Cache County, Utah. The court accepted parol evidence to establish a metes and bounds description of the property, but there was no dispute as to the actual location or extent of the property to be conveyed. The error in the dimensions, showing 165 inches instead of feet, is obvious and does not create a fatal defect in the description for purposes of decreeing specific performance.

In Nielsen v. Rucker, 8 Utah 2d 302, 333 P.2d 1067 (1959), this Court affirmed a decree of specific performance for the sale of the "dairy farm owned by Glen Nielsen and wife." The appellants had argued that the property was insufficiently identified, since the instruments of conveyance contained descriptions of only three of the four tracts constituting the Nielsen Dairy Farm. An escrow agreement with an obvious scrivener's error was introduced into evidence to establish the correct description of the farm property, and the Court ruled that the identity of the property was sufficiently definite for specific performance. In Cummings v. Nielson, 42 Utah 157, 129 P. 619 (1913), this Court relied on the doctrine that "in equity that is certain which can be made certain" and held that specific performance may not be prevented by uncertainty in the description of property, if the land intended to be conveyed is identified by extrinsic, parol, or documentary evidence. The trial...