Garfield v. Tindall

• Decision Date: 20 January 1978
• Docket Number: No. 12212,12212
• Citation: 573 P.2d 966,98 Idaho 841
• Parties: Theodore D. GARFIELD dba Garfield & Associates, Plaintiff-Respondent, v. Chester J. TINDALL, Defendant-Appellant.
• Court: Idaho Supreme Court

Page 966

573 P.2d 966

98 Idaho 841

Theodore D. GARFIELD dba Garfield & Associates, Plaintiff-Respondent, v. Chester J. TINDALL, Defendant-Appellant.

No. 12212.

Supreme Court of Idaho.

Jan. 20, 1978.

Perce E. Hall of Hall & Friedly, Mountain Home, J. Charles Blanton and Donald J. Farley of Moffatt, Thomas, Barrett & Blanton, Boise, for defendant-appellant. Samuel Kaufman, Jr. of Anderson, Kaufman, Anderson & Ringert, Boise, for plaintiff-respondent.

DONALDSON, Justice.

The plaintiff-respondent, Theodore Garfield, is a real estate broker. Garfield instituted this action to recover a sales commission allegedly owed to him by the defendant-appellant, Chester Tindall. Garfield prevailed in district court, receiving a $49,900 judgment. Tindall appeals.

The record discloses that on January 12, 1974, Tindall signed a "Real Estate Broker's Employment Contract" (a listing agreement) authorizing Garfield to sell certain farm lands. The property in question is some 2,156 acres of farm land located in Owyhee County. Title to the property is held in the following manner: 320 acres in the name of Tindall; 320 acres in the name of Tindall's wife; and the remainder in the name of Standard Credit Corporation, a family corporation composed of Tindall, his wife, son, and mother-in-law. Tindall is the president and managing agent of the corporation.

The brokerage contract was a standardized form contract. The selling price, terms of the sale, and description of the property to be sold appeared in the contract as follows:

"Chet Tindall farm or ranch described as 2,156 acres legal to be attached * * * (s)elling price, free of encumbrances: $765,000 ; Terms: terms negotiable." (portions italicized were handwritten in blank spaces following printed portion).

Tindall provided Garfield with a U. S. Geological Survey Map which was color-coded showing where the 2,156 acres were located and graphically indicating the legal description of the property. This map was never physically attached to the brokerage contract but was handed to Garfield's employee when the brokerage contract was signed.

Title to a large portion of the 2,156 acres had been acquired through desert entry. Pursuant to an agreement with the Bureau of Land Management (BLM), Tindall was not to dispose of some of the most recently patented property for a period of two years. Tindall was required to sign an affidavit agreeing not to sell the patented property for a period of two years. Although not clear from the record, the agreement was presumedly required by BLM rules or regulations concerning the sale of patented property.

After the brokerage contract was signed, Garfield contacted Alma Clark who was interested in purchasing the property. Clark was made aware of how title to the property was held and also of the limitations concerning sale because of the BLM agreement. Tindall assured Clark that the corporate ownership presented no problems regarding the sale. On January 30, 1974, Clark signed an earnest money agreement offering to purchase the property. The agreement provided that 1,200 acres (the land subject to the BLM agreement) were to be leased for $118,000 and that the remaining acres were to be purchased for $647,000. The lease contained an option to purchase which could be exercised after the expiration of a two year period. The lease option to purchase was proposed by Clark because of the BLM agreement. The earnest money agreement was presented to Tindall for his consideration but never accepted.

Tindall advised Clark that he was not in a position to immediately sign the agreement. He wanted to discuss the terms of the sale with his accountant and attorney. Additionally, he needed to find a place to move his cattle and farm machinery. There was also an existing mortgage on the property which Tindall wanted Clark to assume and this required the approval of Tindall's mortgage company. Tindall contends he did not sign the earnest money agreement because of these problems.

A second earnest money agreement was executed by Clark on March 23, 1974, providing terms of sale to be cash or upon closing, terms to meet the requests of the seller. This agreement was never presented to Tindall in writing, but the terms were orally communicated to him on March 23rd. Tindall again indicated that he needed more time to work out certain problems and details. Tindall had received a letter in mid-February from his accountant setting forth methods for handling the sale but at this time had not found a place to move his cattle and machinery.

Clark withdrew his offer to purchase the property on March 24, 1974 because of the delays surrounding the sale. Clark thereafter acquired other property. The plaintiff-respondent Garfield thereafter instituted this action on April 10, 1974 seeking to recover a sales commission due to him because he had produced a buyer as specified in the brokerage contract.

After a trial without a jury, the district court granted a judgment in favor of Garfield.

Tindall appeals contending that Garfield was not entitled to a judgment for two reasons. First, Tindall claims that the brokerage contract was invalid under the provisions of I.C. § 9-508 in that it was not signed by all the owners of the property and because the property description was insufficient. Second, he claims that Garfield did not satisfy all of the conditions precedent of the brokerage contract entitling him to a sales commission.

I

Title to the property in question was held in the name of Tindall, his wife, and the family corporation. Tindall first claims that the brokerage contract violated the statute of frauds in that it was not signed by all the owners of the property. Tindall argues that he cannot be held liable under the contract because of this violation of the...