Gray v. Reynolds
| Decision Date | 25 September 1987 |
| Citation | 514 So.2d 973 |
| Parties | Van GRAY v. James M. REYNOLDS and J. Eugene Garrison. 86-59. |
| Court | Alabama Supreme Court |
John W. Kelly III of Sikes & Kelly, and Charles H. Sims III, Selma, for appellant.
Robert R. Blair, Selma, for appellees.
The plaintiff, Van Gray, appeals the judgment entered in favor of the defendants, James M. Reynolds and J. Eugene Garrison, in a breach of contract action. Gray contracted with Reynolds and Garrison (both hereinafter referred to as "Reynolds") to purchase sawdust at fifty cents ($.50) per ton. However, before Gray could complete his contract, Reynolds sold 6000 tons of the same sawdust to a third party for $1.00 per ton. Gray then sued Reynolds for breach of contract. The trial court ruled in favor of Reynolds, holding that the writing sued upon was insufficient to support a judgment in favor of Gray and that the writing constituted a standing offer from Reynolds to Gray for Gray to purchase sawdust at a set price. We disagree with the judgment of the trial court and reverse.
On March 2, 1984, Gray and Reynolds entered into the following agreement, written by Reynolds:
After the contract was signed, Gray spent $4,000 improving a road located on the property so that he could use heavy equipment to remove the sawdust. Gray removed sawdust for several weeks in March and April. After this period, due to equipment problems, Gray did not haul away any sawdust for a period of several weeks. When Gray returned to the property to resume hauling the sawdust, Reynolds called Gray and told him he was allowing a Mr. Brown to haul away sawdust for $1.00 per ton. Soon thereafter, Gray returned to the property and noticed a loader parked near the sawdust pile and saw that someone other than himself had removed sawdust. He also noticed damage to the road that he had improved. At this time, Gray considered the contract breached, and he contacted his attorney.
Gray argues that a valid contract existed between himself and Reynolds and that the trial court erred when it did not give it full effect. Reynolds argues that the contract is vague and indefinite in its terms and, therefore, that the intention of the parties cannot be fairly and reasonably understood. He also argues that what actually existed was a standing offer from Reynolds to Gray allowing him to purchase and remove the sawdust at his will. We disagree.
Where a trial court bases its judgment upon findings of fact in a non-jury case in which the evidence was presented ore tenus, a presumption of correctness attaches to that judgment. Cougar Mining Co. v. Mineral Land & Mining Consultants, Inc., 392 So.2d 1177 (Ala.1981). However, no such presumption exists when the trial court has improperly applied the law to the facts. Smith v. Style Advertising, Inc., 470 So.2d 1194 (Ala.1985).
The elements of a contract are: (1) an agreement, (2) with consideration, (3) between two or more contracting parties, (4) with a legal object, and (5) legal capacity. Freeman v. First State Bank of Albertville, 401 So.2d 11 (Ala.1981). No argument is made between the parties concerning the last three elements.
First, there must be an agreement. In order to determine the nature of a contract, the court should look at the contract's terms and conditions. Grass v. Ward, 451 So.2d 803 (Ala.1984). In order to determine the contract's nature and meaning, the trial court must construe the contract as a whole. Dudley v. Fridge, 443 So.2d 1207 (Ala.1983). The contract plainly states that Gray is to buy 9,000 tons of sawdust from Reynolds for $.50 a ton. It also states that Gray is to remove the entire sawdust pile. Both parties agreed that the pile was estimated at 9,000 tons. It is clear that Gray was to purchase the whole pile. The contract gives the location of the property and states that Gray is to make cash payments on a weekly basis. As there is no ambiguity as to the agreement between Gray and Reynolds, we now examine the agreement in order to determine if consideration exists.
The agreement in this case is supported by...
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