Hicks v. Bridges
| Citation | 580 So.2d 743 |
| Decision Date | 15 May 1991 |
| Docket Number | No. 89-CA-0620,89-CA-0620 |
| Parties | Travis HICKS v. Donald BRIDGES. |
| Court | United States State Supreme Court of Mississippi |
Will R. Ford, New Albany, for appellant.
Thomas J. Lowe, Jr., Jackson, Ralph H. Doxey, Holly Springs, for appellee.
Before ROY NOBLE LEE, C.J., and ROBERTSON and McRAE, JJ.
Donald Bridges filed suit against Travis Hicks in the Chancery Court of Marshall County, Mississippi, for specific performance of a land sale contract. The lower court, Honorable Anthony T. Farese, presiding, granted specific performance and ordered conveyance of the land involved to Bridges. Feeling aggrieved, Hicks has appealed to this Court and presents the following issues for decision:
I. The lower court erred in granting specific performance to Bridges.
II. The lower court erred in failing to join the lien holder, the United States Department of Agriculture, Farmer's Home Administration, as a necessary party to this suit.
Travis Hicks, a retired printer, owned a four hundred and eighty (480) acre farm in Marshall County Mississippi. A mortgage on the Hicks farm was held by the Farmer's Home Administration (FHA). The debt secured by the farm was in excess of seven hundred thousand dollars ($700,000.00) and in the latter part of 1987 Hicks was informed that his mortgage was seriously delinquent and that his farm was subject to foreclosure.
In or about January 1987, Donald Bridges went to the Hicks' farm to inquire about purchasing a bird dog from Hicks. During Bridges discussions with Hicks, Bridges asked Hicks, if he would be interested in selling him his farm, to which Hicks responded affirmatively. According to Bridges, Hicks agreed to sell him the land on the condition that Bridges would allow Hicks to repurchase a one hundred and sixty (160) acre tract of the farm upon which Hicks' house was located. Bridges stated that Hicks agreed to sell the farm for the amount of the FHA lien upon the land.
A short time after discussing the sale, Hicks and Bridges went to the FHA office to inquire as to what procedures would be involved in transferring the farm to Bridges 1. The FHA told Hicks and Bridges that they needed to present the FHA with a real estate contract. After the meeting with the FHA, Bridges retained an attorney from Southaven, Mississippi, to draft such a contract. The attorney testified that Bridges was in a hurry for the contract so she gave him a form contract on which she wrote the provisions that Bridges told her would be essential to the Bridges-Hicks deal.
The contract recited that the purchase price was one hundred and eighty thousand dollars ($180,000.00), three hundred and seventy five dollars ($375.00) an acre; that ten percent (10%) of the purchase price was to be paid in cash with the rest to be financed through the FHA; that Hicks could live on the one hundred and sixty (160) acre tract for one year provided Hicks paid Bridges the sum of three hundred dollars ($300.00) a month rent and that at the end of the year Hicks had an option to repurchase the one hundred sixty (160) acre tract for three hundred and seventy five dollars ($375.00) an acre, plus interest, minus the three hundred dollars ($300.00), a month, previously paid over the year to Bridges. Bridges testified that he presented Hicks with the contract, tendered Hicks one hundred dollars ($100.00) in earnest money, which the contract recited, and that Hicks signed the contract. Hicks, while admitting signing the contract, denied having read it and denied receiving the earnest money.
Bridges filed an application with the FHA to determine his eligibility to obtain FHA financing. 2 Bridges met with Sonny Goolsby, the FHA assistant county agent, and tendered him the signed contract. Goolsby informed Bridges that the FHA had appraised the Hicks farm at one hundred and eighty nine thousand dollars ($189,000.00) and that the FHA would not release its lien for any amount less 3. Goolsby told Bridges that he should get a new contract reflecting the appraised amount as the purchase price. A new contract was never executed.
On April 27, 1987 Bridges received a letter from the FHA informing him that he had been approved to assume a portion of the debt on the Hicks' farm.
In May of 1987, the FHA declared a moratorium on all foreclosures. While the moratorium was in effect the FHA was prohibited from contacting Bridges absent Hicks' request. Hicks never requested the FHA to sell his farm to Bridges after the moratorium went into effect. Hicks, sometime after May 1987, contacted a family friend, Hulon Warlick, about purchasing the Hicks farm. Hicks was anxious to sell Warlick the farm since Warlick agreed to let Hicks operate and reside upon the farm after he purchased the same. Warlick, however, never made an application to the FHA to purchase the farm.
In January of 1988, Hicks became aware of a recent federal regulation which gave favorable treatment to farmers who wished to keep their farm in the family. In light of this regulation, on January 12, 1988, Hicks requested the FHA to approve his daughter, Vicky Lane, for the purchase of his farm. On January 22, 1988, as a result of Hicks' request, the FHA sent a letter to Bridges advising him that they would withdraw his application to purchase the Hicks farm as a consequence of Hicks requesting such farm be transferred to his daughter. Such letter informed Bridges that he had thirty days in which to contact the FHA or his application would be withdrawn. Bridges contacted the FHA, by telephone, on January 27, 1988, stating that he was still interested in purchasing the Hicks farm in a letter dated February 2, 1988, Bridges informed the FHA that he had filed suit against Hicks to force the sale of the Hicks' farm.
Bridges filed suit against Hicks, in the Marshall County Chancery Court, requesting specific performance. The Marshall County Chancery Court heard Bridges' cause on the 21st and 22nd days of November 1988. The testimony at trial revealed that a large deposit of gravel had been found on the Hicks' farm, subsequent to the signing of the Hicks-Bridges real estate sales contract, which would generate considerable income. The Marshall County Chancery Court found that the Hicks-Bridges contract was a valid real estate sales contract and ordered specific performance of the same.
Hicks first contends that the lower court erred in specifically enforcing the contract between himself and Bridges since there was no proof that the parties to the contract intended to be bound. It is a well settled principle that this Court favors a determination that an agreement is sufficiently definite, so as to carry out the reasonable intention of the parties. Busching v. Griffin, 542 So.2d 860 (Miss.1989); Jones v. McGahey, 187 So.2d 579 (Miss.1966). In Busching, the Court said:
A contract is sufficiently definite if it contains matter which would enable the court under proper rules of construction to ascertain its terms, including consideration of the general circumstances of the parties and if necessary relevant extrinsic evidence. Having found a contract to have been made, an agreement should not be frustrated where it is possible to reach a reasonable and fair result.
Id. 542 So.2d at 863 (quoting, Jones, 187 So.2d at 584). Contracts are reasonably construed in order to determine the intentions of the contracting parties. Etheridge v. Ramzy, 276 So.2d 451 (Miss.1973).
In Hutton v. Hutton, 239 Miss. 217, 119 So.2d 369 (1960), the Court said:
It is definitely settled that the words of a contract should be given a reasonable construction, and that courts "must if possible, ascertain and give effect to the mutual intention of the parties, so far as that may be done without contravention of legal principles".
Id. at 229-30, 119 So.2d at 374.
In the case at bar, Hicks and Bridges intended to enter into a contract. Hicks testified that he and Bridges discussed the transfer of Hicks' farm; that he took Bridges to the FHA office to inquire what procedures would have to be taken to sell his farm to Bridges; that Hicks and Bridges were told that a contract of sale would be...
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