Fitzgerald v. Corbett, 870444
| Decision Date | 16 May 1990 |
| Docket Number | No. 870444,870444 |
| Citation | 793 P.2d 356 |
| Parties | Lee A. FITZGERALD and Helen Fitzgerald, his wife, Plaintiffs and Appellants, v. Boyd CORBETT and Keith Gurr, Defendants and Appellees. |
| Court | Utah Supreme Court |
M. Dayle Jeffs, Provo, for plaintiffs and appellants.
James R. Brown, Salt Lake City, for defendants and appellees.
This case is on appeal for the third time from the Fourth Judicial District Court, Utah County. Initially, two consolidated appeals ("first appeals") were dismissed with prejudice on November 1, 1982. 1 A subsequent appeal ("second appeal") challenged the propriety of the trial court's order and judgment of April 19, 1983, regarding damages. We affirmed on all issues properly before the court. 2 Prior to the dismissal of the first appeals, the parties entered into a settlement agreement, on September 10, 1982, which precipitated the dismissals. This third appeal is from a trial court ruling granting specific performance of the September 10, 1982 settlement agreement.
Commencing in January 1977, Lee A. Fitzgerald and Helen Fitzgerald, who are husband and wife, began purchasing property in Cedar Valley, Utah, from a variety of sellers. On February 1, 1977, Fitzgeralds entered into an earnest money agreement with Boyd Corbett and Keith Gurr (hereinafter "Corbett and Gurr") for the sale of a portion of the Cedar Valley property. After a series of lengthy business dealings including earnest money receipts, offers to purchase, uniform real estate contracts, and options to purchase, the parties reached an impasse with regard to over payments, amounts owed, and the exercise of the options to purchase.
In 1981, Corbett and Gurr commenced suit against Lee A. Fitzgerald and Helen Fitzgerald (hereinafter "defendants I") and Perry G. Fitzgerald and Carolyn S. Fitzgerald (hereinafter "defendants II") to resolve the differences in the sale of the property. On February 9 and 10, 1982, a bench trial was held, and on May 4, 1982, the trial court issued a memorandum decision reflecting judgment in favor of Corbett and Gurr against Fitzgeralds in the amount of $4,709.96; however, the trial court ruled that Corbett and Gurr had no interest in the properties involved in the dispute. Corbett and Gurr filed a notice of appeal from the memorandum decision on May 17, 1982. 3 On June 25, 1982, the trial court entered judgment on the memorandum decision and Corbett and Gurr filed an additional notice of appeal. 4
On September 10, 1982, defendants I and Corbett and Gurr entered into a settlement agreement wherein Corbett and Gurr agreed, among other things, to "settle all legal actions, lawsuits, appeals to the Supreme Court" concerning the Cedar Valley property. Shortly after the execution of the settlement agreement, Corbett and Gurr allowed Fitzgeralds' motions to dismiss the pending appeals to go unopposed in order to comply with the provision of the settlement agreement to settle all legal actions. The appeals were dismissed with prejudice on November 1, 1982.
After the first appeals were dismissed, defendants II filed motions to amend the judgment entered June 25, 1982. Defendants II requested that the judgment be amended to reflect an award of money damages to defendants II, who were also involved in the lawsuit, rather than require a reconveyance that had been ordered in the original judgment. After hearing the matter, the trial court entered an order and judgment dated April 19, 1983, wherein the court amended and corrected the judgment to reflect money damages to defendants II rather than require Corbett and Gurr to reconvey the property. The trial court found reconveyance impossible because Corbett and Gurr had already disposed of the property to third parties.
Corbett and Gurr appealed the trial court's judgment in a second appeal to this court. 5 We held that some of the second appeal issues were raised in the first appeals that were dismissed with prejudice and therefore those issues would not be considered on the second appeal. 6 We also affirmed the trial court on all issues properly before it, specifically, the method and character of the payment of damages. 7
On the day the first appeals were dismissed, November 1, 1982, Corbett recorded two notices of interest on the Cedar Valley property in the office of the Utah County Recorder, claiming that Fitzgeralds had not honored the September 10, 1982 settlement agreement. Fitzgeralds filed the present suit against Corbett and Gurr on May 6, 1983, claiming damages for slander of title resulting from the recording of the notices of interest, and Corbett and Gurr counterclaimed for specific performance of the September 10, 1982 settlement agreement. The trial began on October 24, 1985, and continued from time to time until November 6, 1986. In an order and judgment dated October 27, 1987, the trial court ordered as follows: (1) that the two notices of interest be removed, (2) that specific performance of the September 10, 1982 settlement agreement be enforced, (3) that Corbett and Gurr pay Fitzgeralds $11,000 and that Fitzgeralds convey to Corbett and Gurr 320 acres in Cedar Valley, (4) that Fitzgeralds honor past sales of Cedar Valley property made by Corbett and Gurr to various third-parties, and (5) that Fitzgeralds recover no damages.
The issues on this appeal include (1) whether the settlement agreement of September 10, 1982, is enforceable; (2) whether the provisions of the settlement agreement requiring Fitzgeralds to honor past sales by Corbett and Gurr are barred by the doctrine of res judicata; (3) whether the trial court erred in admitting extrinsic evidence to ascertain the intent of the parties to the settlement agreement; and (4) whether the trial court erred in failing to award damages to Fitzgeralds for slander of title.
After the first trial and while two appeals therefrom were pending in this court, the parties entered into the settlement agreement dated September 10, 1982. Pursuant to the settlement agreement, Corbett and Gurr agreed to (1) "settle all legal actions, lawsuits, appeals to the Supreme Court ..." and (2) pay Fitzgeralds "$11,000.00 in three annual installments of $3,667.00 plus interest at 7% on principle [sic ] balance owing beginning Feb. 1, 1983 and annually thereafter until principle [sic ] and interest is [sic] paid in full." As part of the settlement agreement, Fitzgeralds promised to (1) "give by Warranty Deed 320 acres located in [Cedar Valley]" and (2) "honor all Corbett and Gurr's previous sales." The entire settlement agreement, was subject to payment by Corbett and Gurr to Fitzgeralds "in excess of $49,000.00 on the DuPratt contract on this 10th day of September, 1982."
Fitzgeralds first claim that the trial court erred in finding the settlement agreement enforceable and ordering specific performance. Fitzgeralds argue that Corbett and Gurr breached the settlement agreement because they failed to (1) settle all legal actions involving the Cedar Valley property; (2) tender payment of the $11,000; and (3) make payment of the $49,000 due on the date specified in the September 10, 1982 agreement.
The settlement agreement entered into by the parties is, in essence, a contract. Questions of whether a contract is ambiguous because of uncertain meaning of terms, missing terms, or facial deficiencies are questions of law that must be determined by the court before parol or extrinsic evidence may be admitted to clarify the contractual intent of the parties. 8 Questions of intent as determined by extrinsic evidence are questions of fact to be decided by the trier of fact and are subject to the "clearly erroneous" standard of review. 9
Fitzgeralds' first assertion is that Corbett and Gurr breached the settlement agreement by failing to "settle all legal actions, lawsuits, appeals to the Supreme Court, etc., concerning Leland A. and Helen S. Fitzgerald and all their Cedar Valley property." The only legal actions existing at the time the settlement agreement was signed were two appeals on file in the Utah Supreme Court. Both of those appeals were dismissed with prejudice on November 1, 1982, pursuant to Fitzgeralds' motion to dismiss that went purposely unopposed by Corbett and Gurr.
The fact that subsequent hearings were held in February 1983, with regard to the judgment entered in the first trial does not amount to a breach of the agreement. The hearings and appeals concerned damages awarded in the judgment to defendants II, who were co-defendants in the first suit. The hearings and the subsequent second appeal involved only a tangential clarification of the previous judgment respecting Lee and Helen Fitzgerald. There was no breach of the settlement agreement arising out of the hearings held subsequent to the signing of the agreement.
Fitzgeralds also claim that the issue of whether they were to honor all of Corbett's and Gurr's past sales is barred by the doctrine of res judicata. In order for a claim to be barred by res judicata, the current claim and a prior claim must satisfy three requirements: (1) both cases must involve the same parties, their privies or assignees; (2) the claim that is asserted to be barred must have been presented or be such that it could have been presented in the first case; and (3) the first suit must have resulted in a final judgment on the merits. 10
In the instant case, nothing in the record indicates that this claim was ever presented or adjudicated on its merits prior to the present action. Nor, by reason of timing and substance, could the claim have been raised in any of the actions previously brought. The present claim involves the "honor past sales" clause in the settlement agreement, and all previous suits where the "honor past sales" agreement was addressed did not involve the settlement agreement at issue here. The issue in the present case is not barred by the...
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