Harrison v. Thomas
| Decision Date | 06 March 2001 |
| Docket Number | No. 89A05-0006-CV-237.,89A05-0006-CV-237. |
| Citation | 744 N.E.2d 977 |
| Parties | G. Clark HARRISON, Appellant-Plaintiff, v. Carl E. THOMAS and Lois L. Thomas, Appellees-Defendants. |
| Court | Indiana Appellate Court |
David W. Stone IV, Stone Law Office & Legal Research, Anderson, IN, Attorney for Appellant.
Terry O'Maley, Boston Bever Klinge Cross & Chidester, Richmond, IN, Attorney for Appellees.
Appellant-Plaintiff, G. Clark Harrison (Harrison), appeals the trial court's denial of his Complaint for Specific Performance of a Purchase Agreement with Carl E. Thomas and Lois L. Thomas (hereinafter collectively referred to as the "Thomases"). Harrison, as the buyer, asserts that the trial court erred by denying his Complaint for Specific Performance and instead entering judgment in favor of the Thomases, the sellers, on their counterclaim to rescind the real estate Purchase Agreement. In granting the rescission, the trial court awarded the Thomases $5,390.00 in attorney fees under the Purchase Agreement.
We affirm.
Harrison raises two issues on appeal, which we restate as follows:
1. Whether the trial court erred by entering judgment in the Thomases' favor and denying Harrison's complaint for specific performance of the Purchase Agreement for Harrison's failure to comply with a condition precedent and condition subsequent of the Purchase Agreement.
2. Whether the award of attorney fees to the Thomases was proper.
On May 8, 1998, Harrison and the Thomases entered into a Purchase Agreement for Harrison to purchase property from the Thomases located at 75 Fort Wayne Avenue, in Richmond, Indiana. Pursuant to the contract, Harrison was to obtain and close on an adjacent vacant lot located at the Northeast corner of North 5th and A Streets in Richmond, Indiana. Moreover, the contract provided that time was of the essence, and that closing was to take place on or before July 30, 1998, or within fifteen days after Harrison secured tenant approval, whichever occurred later.
Harrison did not obtain tenant approval until March of 1999. Moreover, Harrison did not obtain and close on the vacant lot until March 23, 1999. Nevertheless, in September of 1998, Harrison's real estate agent contacted the Thomases to inform them that Harrison was prepared to close. However, the Thomases informed Harrison's real estate agent that they no longer wished to sell the property.
On May 10, 1999, Harrison filed a Complaint for Specific Performance requesting that the Thomases be ordered to proceed to closing. On July 19, 1999, the Thomases filed an Answer and Counterclaim, essentially requesting to rescind the real estate contract, and for the trial court to deny Harrison's complaint because the purchase had not been closed by the specified date in the Purchase Agreement. On August 27, 1999, Harrison filed an Answer to the Thomases' Counterclaim.
On March 7, 2000, a bench trial was held and evidence was heard. On April 26, 2000, the trial court denied Harrison's Complaint for Specific Performance and entered a judgment in the Thomases' favor, including attorney fees in the amount of $5,390.00. Harrison now appeals.
Harrison appeals a negative judgment. To prevail on an appeal of a negative judgment, the appellant must establish that the judgment is contrary to law. Board of Com'rs of Delaware County v. Lions Delaware County Fair, Inc., 580 N.E.2d 280 (Ind.Ct.App.1991),trans. denied. A judgment is contrary to law when the evidence is without conflict and all reasonable inferences to be drawn from the evidence lead to but one conclusion, but the trial court reached a different conclusion. Gagne v. Trustees of Indiana University, 692 N.E.2d 489 (Ind.Ct.App. 1998),trans. denied. In addressing whether a negative judgment is contrary to law, we consider only the evidence most favorable to the prevailing party and do not reweigh the evidence or judge the credibility of witnesses. Board of Com'rs of Delaware County v. Lions Delaware County Fair, Inc., 580 N.E.2d 280. Additionally, on appeal of a bench decision, the appellate court will not set aside the judgment unless it is clearly erroneous. Ind. Trial Rule 52(A). When the trial court enters findings on its own motion (as in the present case), specific findings control only as to issues they cover while a general judgment standard applies to any issue upon which the court has not found. Matter of Estate of Burmeister, 621 N.E.2d 647, 649 (Ind.Ct.App.1993). The reviewing court will affirm if the judgment can be sustained on any legal theory supported by the evidence most favorable to the judgment, together with all reasonable inferences to be drawn therefrom. Klebes v. Forest Lake Corp., 607 N.E.2d 978, 982 (Ind.Ct.App.1993),reh'g denied, trans. denied. Where trial court findings on one legal theory are adequate, findings on another legal theory amount to mere surplusage and cannot constitute the basis for reversal even if erroneous. Williams v. Rogier, 611 N.E.2d 189, 196 (Ind.Ct.App. 1993),trans. denied; Donavan v. Ivy Knoll Apartments Partnership, 537 N.E.2d 47, 52 (Ind.Ct.App.1989).
reh'g denied. Indiana has long adhered to the rule that contracting parties may enter into any agreement they desire so long as it is not illegal or contrary to public policy. Id. at 1030.
Construction of the terms of a written contract is a pure question of law for the court; thus, our standard of review is de novo. George S. May Intern. Co. v. King, 629 N.E.2d 257, 260 (Ind.Ct.App. 1994), reh'g denied, trans. denied. If a contract is ambiguous or uncertain and its meaning is to be determined by extrinsic evidence, its construction is a matter for the fact finder. Bicknell Minerals, Inc. v. Tilly, 570 N.E.2d 1307, 1310 (Ind.Ct.App. 1991), reh'g denied, trans. denied. If, however, an ambiguity arises because of the language used in the contract and not because of extrinsic facts, its construction is purely a question of law to be determined by the court. Id. In interpreting a written contract, the court should attempt to determine the intent of the parties at the time the contract was made as discovered by the language used to express their rights and duties. Id. at 1313. The contract is to be read as a whole when trying to ascertain the intent of the parties. Id. The court will make all attempts to construe the language in a contract so as not to render any words, phrases, or terms ineffective or meaningless. Id. at 1316. Finally, the court must accept an interpretation of the contract that harmonizes its provisions as opposed to one which causes the provisions to be conflicting. Id.
On the other hand, when interpreting an unambiguous contract, we give effect to the intentions of the parties as expressed in the four corners of the instrument. Hyperbaric Oxygen Therapy Systems, Inc. v. St. Joseph Medical Center of Ft. Wayne, Inc., 683 N.E.2d 243, 247 (Ind. Ct.App.1997), trans. denied. Clear, plain, unambiguous terms are conclusive of that intent. Id. We will neither construe clear and unambiguous provisions nor add provisions not agreed upon by the parties. Id.
Here, the Purchase Agreement provisions are clear and unambiguous. The language of the Purchase agreement clearly provides that completion of the transaction was contingent upon Harrison obtaining and closing on the vacant lot. The Purchase Agreement also clearly states that "time is of the essence of this Contract, [and] the closing of the sale (the `Closing Date') shall take place at the Title Company who insures this transaction ... on or before July 30, 1998, or within [fifteen] 15 days after Tenant approval, whichever is later" (R. 12, 10). Thus, the foregoing language made the Purchase Agreement subject to both a condition precedent and a condition subsequent.
First, Harrison argues that he could waive the provision in the Purchase Agreement stating that the real estate transaction with the Thomases was subject to Harrison obtaining and closing of the vacant lot. Specifically, Harrison contends that the provision relating to obtaining and closing of the vacant lot was solely for his benefit, and therefore, he could waive such requirement and proceed to closing. Harrison is correct that, even absent specific contractual language, the purchaser of real property to whom the benefit of a contractual condition precedent inures may waive that condition and demand that the seller perform the contract; and if the seller refuses to close, the purchaser may obtain an order of specific performance from the court. Donavan,537 N.E.2d at 52-54; Kokomo Veterans, Inc. v. Schick, 439 N.E.2d 639, 645 (Ind.Ct.App.1982). Thus, Harrison reasons that the Thomases breached the Purchase Agreement by refusing to close the transaction and, therefore, the trial court erred by granting the Thomases' rescission and denying Harrison's application for specific performance.
Harrison also argues that the trial court erred in granting rescission by improperly ignoring the alternative provision extending the closing date to fifteen days beyond July 30, 1998. Specifically, Harrison contends that the trial court improperly granted the rescission on the basis that no closing had...
To continue reading
Request your trial
-
Grandview Lot Owners Ass'n, Inc. v. Harmon
...a pure question of law for the court and we conduct a de novo review of the trial court's conclusions in that regard. Harrison v. Thomas, 744 N.E.2d 977 (Ind.Ct.App.2001). If a contract is ambiguous because of the language used in the contract, rather than because of extrinsic facts, its co......
-
Harrison v. Thomas
...noted, construction of the terms of a written contract is a pure question of law for the court, reviewed de novo. Harrison v. Thomas, 744 N.E.2d 977, 981 (Ind.Ct.App. 2001). We think this provision is not ambiguous. "Whichever is later" is a phrase found in innumerable agreements. It refers......