Flack v. Laster

Decision Date13 June 1980
Docket NumberNo. 13042.,13042.
Citation417 A.2d 393
PartiesRoberta FLACK et al., Appellants, v. Benjamin LASTER, Appellee.
CourtD.C. Court of Appeals

John T. Boese, Washington, D. C., with whom Milton Eisenberg and David J. Martin, Washington, D. C., were on brief, for appellants.

Florence King, Washington, D. C., with whom Wiley A. Branton, Washington, D. C., was on brief, for appellee.

Before KERN and FERREN, Associate Judges, and YEAGLEY, Associate Judge, Retired.

YEAGLEY, Associate Judge, Retired:

Appellants seek review of an order granting specific performance of a contract for the sale of land in the District of Columbia. They assert that the trial court erred in holding that (1) the agreement of July 21, 1975 was a valid contract between the parties for sale of the premises, rather than a mere lease; (2) a co-party purchaser with appellee had validly assigned his interest in the contract to appellee and thus was not an indispensable party to the action; (3) appellee was willing and able to perform in a timely fashion; (4) a clause within the contract prohibiting assignments without the written consent of the lessor was intended to cover the lease portions of the agreement and did not prohibit the assignment of the interest of the co-purchaser; and (5) appellee was entitled to specific performance. Finding no error requiring reversal, and that the evidence supports the findings and conclusions of the trial court, we affirm.

Early in May of 1975, Congressman Harold Ford was contacted by John Days, an attorney in the District of Columbia acting as agent for appellant Roberta Flack, to discuss the purchase of 244 G Street, S.W., a house owned by Ms. Flack,1 Congressman and Mrs. Ford signed a sales contract to buy the house for $65,000, but after Days spoke with appellant Flack's business manager about the arrangements, he prepared a second sales contract reflecting a new purchase price — $68,500 — for the Congressman's signature. On May 8, 1975, this second contract was signed by both the Congressman and Days in his capacity as agent.

Appellee Laster first became involved in this transaction when Ford was unable to obtain immediate financing for the purchase. Over the course of the next two weeks a series of conversations took place between Ford's aide, appellee Laster, and Mr. Days concerning Mr. Ford's taking immediate possession of the premises while his search for financing continued. At one point during these negotiations, Days explained that a possible solution would be for him and Mr. Ford to execute a short-term lease. By this time, appellee had indicated his own interest in purchasing the property with the Congressman. Days made numerous telephone calls to Mr. Ford's office to settle upon the financial details of the contract, but on most occasions, he spoke only with appellee Laster, Mr. Ford's administrative aide. The agreement at issue before this court was drawn up in response to the Fords' desire to move into the premises while they continued to search for financing.

On July 21, 1975, Days met with appellee and Mr. Ford, and the three men executed a short-term "lease" agreement for the premises to provide the temporary housing requested by Messrs. Ford and Laster. Mrs. Ford was not a party to this agreement. Days had prepared a standard form lease agreement that was to run for a period of two months "or longer if necessary to obtain financing for purchase." The document contained preprinted lease terms. The duration of the tenancy, "two months," was typed in by Days. The phrase extending the term was handwritten and initialed by the three men after the purchasers expressed concern that they could be evicted if they had not obtained financing by the time the two-month period had elapsed. The parties agreed to a monthly rental payment of $475.00, and, at the suggestion of appellee and Mr. Ford, the document concluded with the following paragraph typed in by Days:

All payments made pursuant to the terms of this Agreement shall be applied toward the purchase price of the premises should the lessees purchase said premises within the term of this Agreement, in the agreed amount of sixty-eight thousand five hundred dollars ($68,500).

Appellee and Mr. Ford moved into the premises and commenced joint payments to the appellants pursuant to the agreement.2 They did not arrange for financing by the end of the two-month lease term, and by November 1975, Days offered the assistance of a consultant to procure a loan. The consultant obtained a loan commitment through Jefferson Federal Savings and Loan Association in early January 1976.

The date for settlement on the sale of the property was set for January 23, 1976. However, appellee, finding that his attorney was out of town, notified Days of his desire to have his attorney present at settlement in a telephone conversation of January 22, 1976. Mr. Ford was in his home district in Memphis on that date. Neither appellee nor Ford appeared for settlement on January 23. Appellee telephoned Days some time after January 23rd and tried to arrange for settlement on January 30, but Days informed him that Roberta Flack had decided not to sell the property and instead had instructed Days to file an action for summary possession. The suit ultimately was dismissed for lack of notice,3 and thus appellee and Mr. Ford remained in possession of 244 G Street, S.W. through the spring, while the statutory notice period ran. When Mr. Ford vacated the premises in July,4 he orally assigned his interest in the transaction to appellee. The assignment was reduced to writing on September 13, 1977.

Appellee obtained financing in his own name from two sources5 in July 1976, after receiving the oral assignment of Mr. Ford's interest, but appellant Flack continued to refuse to convey title pursuant to the contract of sale even after appellee informed her of his funding. In August 1976, appellee filed an action for specific performance, and the suits for possession and specific performance were consolidated for trial.

We now turn to the appellants' claims of error in the trial court's findings of fact and conclusions of law and judgment entered on November 8, 1977.

The factual findings and the legal conclusions of the trial court may not be set aside in review "except for errors of law unless it appears that the judgment is plainly wrong or without evidence to support it." D.C. Code 1973, § 17-305(a). See also John McShain, Inc. v. L'Enfant Plaza Properties, Inc., D.C.App., 402 A.2d 1222, 1224 (1979); Max Holtzman, Inc. v. K&T Co., D.C.App., 375 A.2d 510, 512 (1977).

We are asked first to consider whether the trial court erred as a matter of law in concluding that the agreement of July 21, 1975 was a contract for sale between the parties rather than simply a contract for leases.6 The sales document signed by Days and Ford on May 8, 1975 does not govern disposition of the property, since the May 8th agreement did not bind the seller. At trial, Days testified on direct examination that no purchase contract existed for any of the parties "because the purchase contract that Harold Ford signed was never executed by the owner, Roberta Flack." There was no evidence to the contrary. Thus, the only document that is the subject of litigation is the "lease" agreement, which was signed by appellee, Ford, and by Days as agent for Roberta Flack enterprises.

In interpreting the language of a contract, we may consider both the words used in the instrument and other manifestations of intention to determine the meaning to be attached to them. Edstrom v. Kuder, D.C.App., 351 A.2d 506, 508 (1976); Standley v. Egbert, D.C.App., 267 A.2d 365, 369 (1970); Luther Williams, Jr., Inc. v. Johnson, D.C.App., 229 A.2d 163, 165 (1967); Restatement of Contracts § 227 (1932). When language is inexact, the surrounding circumstances should be examined to determine the meaning of the words used. 3 Corbin, Contracts § 542 (1960); cf. 4 Williston, Contracts § 609 (3d ed. 1961). There is ample evidence in the record to support the findings and conclusions of the trial court that the contract of July 21, 1975 was executed in contemplation of a sale of the property to appellee and the Fords as soon as they were able to obtain financing. Both the language of the agreement and the surrounding circumstances support the court's findings and indicate the clear intent of the parties to complete a sale rather than engage in a mere lease arrangement.7 While the form used was a standard lease agreement, the parties modified the printed terms in two significant ways, each of which demonstrates that the parties planned to enter into a lease as a way for the appellee and Mr. Ford to gain immediate possession of the premises while the details of eventual performance under the contract to purchase were worked out. The term of the agreement was typed in by Mr. Days as "two months," and the parties later initialed a handwritten modification of that term: "or longer if necessary to obtain financing for purchase." The parties also agreed to include a typewritten clause at the end of the agreement providing for payments to be credited toward the purchase price of $68,500.

These two additions clearly are inconsistent with the spirit and provisions of a simple lease agreement. When there is a conflict or an inconsistency between a printed provision and one inserted by the parties especially for the particular transaction, the printed clause must yield to the insertion. Hagan v. Scottish Union & National Ins. Co., 186 U.S. 423, 426, 22 S.Ct. 862, 46 L.Ed. 1229 (1902); McReynolds v. Mortgage & Acceptance Corp., 56 App.D.C. 342, 343, 13 F.2d 313, 314 (1926). See also Baker v. Gottlieb, 76 U.S.App.D.C. 403, 404, 132 F.2d 18, 19 (1942); Deuel v. McCollum, 1 Ariz.App. 188, 190-91, 400 P.2d 859, 861-62 (1965); 3 Corbin, Contracts § 548; Restatement of Contracts § 236(e). Thus,...

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