Guzman v. Acuna

• Decision Date: 27 April 1983
• Docket Number: No. 04-82-00165-CV,04-82-00165-CV
• Citation: 653 S.W.2d 315
• Parties: Fermin GUZMAN, et ux., Appellants, v. Maria A. ACUNA and Maria Juanita Barrera, Appellees.
• Court: Texas Court of Appeals

Page 315

653 S.W.2d 315

Fermin GUZMAN, et ux., Appellants, v. Maria A. ACUNA and Maria Juanita Barrera, Appellees.

No. 04-82-00165-CV.

Court of Appeals of Texas,

San Antonio.

April 27, 1983.

Rehearing Denied May 25, 1983.

M.M. Pena, Jr., San Antonio, for appellants.

E.S. Prashner, Ertel & Prashner, San Antonio, for appellees.

Before BUTTS, TIJERINA and DIAL, JJ.

OPINION

BUTTS, Justice.

This is an appeal from a take nothing judgment in favor of appellees, Maria A. Acuna and Maria Juanita Barrera, in a suit initiated by appellants, Fermin R. Guzman and Rosalba Vela Guzman, which sought specific performance and recovery of certain insurance proceeds. The case was submitted to the trial court upon an agreed statement of facts. Tex.R.Civ.P. 263. We affirm.

The parties entered into an earnest money contract on December 7, 1980, wherein appellees agreed to sell appellants three lots with the improvements thereon, located at 1711 Durango, San Antonio, for $17,000.00. Subsequent to the execution of the instrument, but prior to closing, the improvements were completely destroyed by fire. The agreement contained no provision expressly delineating the rights of the respective parties in the event the improvements were destroyed, but did provide that expenses incurred in the maintenance of insurance, if any, were to be prorated to the date of closing. The improvements were covered by insurance ($24,000.00) carried by appellees who claimed and received the insurance policy proceeds. Appellees thereafter attempted to return appellant's earnest money; appellants refused to accept the earnest money. They demanded title to the property, additionally claiming $7,000.00 from the insurance proceeds by maintaining it constituted a trust fund for their benefit.

Appellants' single point of error claims the evidence was insufficient to support the judgment of the trial court. The instant case was tried upon an agreed statement of facts. ¹ In reviewing a case tried on an agreed statement of facts, our consideration is limited to the correctness of the trial court's application of the law to the admitted facts. Brophy v. Brophy, 599 S.W.2d 345, 347 (Tex.Civ.App.--Texarkana 1980, no writ). We are without authority to draw any inference or find any fact not encompassed in the agreement unless, as a matter of law, such further inference or fact is necessarily compelled by the agreed facts. Brown v. International Service, Inc., Co., 449 S.W.2d 491, 492 (Tex.Civ.App.--Beaumont 1961, writ ref'd n.r.e.).

A written agreement for the sale of real property requiring the payment of earnest money to the seller or a disinterested third party, although captioned "Earnest Money Contract", is considered a contract to sell real estate which is subject to the law of contracts and the equitable principles of specific performance. Cowman v. Allen Monuments, Inc., 500 S.W.2d 223, 226 (Tex.Civ.App.--Texarkana 1973, no writ). A contract to be enforceable must be sufficiently certain to enable a court to determine the respective legal obligations of the parties. Bendalin v. Delgado, 406 S.W.2d 897, 899 (Tex.1966). The essential elements of the contract must be defined with sufficient precision to enable the court to determine the parties' obligations. Estate of Eberling v. Fair, 546 S.W.2d 329, 334 (Tex.Civ.App.--Dallas 1976, writ ref'd n.r.e.).

Specific performance is an equitable remedy which compels a party who is violating a duty to comply with his contractual obligations. Municipal Gas Co. v. Lone Star Gas Co., 259 S.W. 684, 659 (Tex.Civ.App.--Dallas 1924), aff'd, 117 Tex. 331, 3 S.W.2d 790 (Tex.1928). Specific performance is warranted where the remedies at law are inadequate and the existence of a valid contract is established. Estate of Griffin v. Sumner, 604 S.W.2d 221, 224 (Tex.Civ.App.--San Antonio 1980, writ ref'd n.r.e.); Wilson v. Beaty, 211 S.W. 524, 529 (Tex.Civ.App.--San Antonio 1919, writ ref'd). Greater certainty respecting the terms and conditions of a contract sought to be enforced is required in equity than at law. Burr v. Greenland, 356 S.W.2d 370 373 (Tex.Civ.App.--El Paso 1962, writ ref'd n.r.e.); Palmer v. Katz, 210 S.W.2d 451, 454 (Tex.Civ.App.--Eastland 1948, writ ref'd n.r.e.).

It is a basic tenet of contract law that a contract should be construed in such a manner as to render performance possible rather than impossible. Portland Gasoline Co. v. Superior Marketing Co., Inc., 150 Tex. 533, 243 S.W.2d 823, 825 (1951). The court should be reluctant to hold a contract unenforceable for uncertainty, however, it has no authority to interpolate essential elements in order to uphold the contract. Dahlberg v. Holden, 150 Tex. 179, 238 S.W.2d 699, 701 (1951). Courts cannot make contracts for the parties. Estate of Eberling v. Fair, supra.

The agreed statement of facts included an instrument captioned "Earnest Money Contract" which memorialized the entire agreement between the parties. The instrument was a standard form contract which provided space for the insertion of amounts and terms relative to the particular transaction. In the space allocated for the mode of payment of the purchase price and the calculation and payment of the interest thereon, the handwritten verbiage was scrawled in such a manner that the trial court could have determined essential parts to be illegible giving rise to uncertainty and ambiguity as to the essential elements of the contract. An appellate court cannot substitute its judgment for that of the trier of fact, even though after reviewing the evidence it may have reached a different factual determination from that of the trial judge sitting without a jury. Ryan v. Morgan Spear Associates, Inc., 546 S.W.2d 678, 685 (Tex.Civ.App.--Corpus Christi 1977, writ ref'd n.r.e.). A contract which lacks essential elements indicating the method in which the interest is to be computed, and how and when such interest is to be paid is unenforceable due to indefiniteness. See Wheeler v. White, 398 S.W.2d 93, 95 (Tex.1965). We find the trial court properly applied the law to the facts in determining the agreement was unenforceable and therefore not subject to specific performance.

A purchaser under a contract of sale who has not paid the purchase price has only an equitable right, which, upon payment, ripens into equitable title superior to the title of the vendor. Johnson v. Wood, 138 Tex. 106, 157 S.W.2d 146, 148 (1941). Equitable conversion is that change in the nature of property by which, for certain purposes, real estate is considered personalty and personalty is considered realty, and the property is conveyable as so considered. Lampman v. Sledge, 502 S.W.2d 957, 959 (Tex.Civ.App.--Waco 1973, writ ref'd n.r.e.). If equitable conversion occurs, absent a contrary contractual provision, any increment, advantage or...