Kimball v. Campbell
| Decision Date | 27 March 1985 |
| Docket Number | No. 18904,18904 |
| Citation | 699 P.2d 714 |
| Parties | Elden C. KIMBALL, aka Eldon C. Kimball, Plaintiff and Respondent, v. Lewis E. CAMPBELL, Defendant and Appellant. |
| Court | Utah Supreme Court |
R. Douglas Credille, T. Quentin Cannon, Salt Lake City, for defendant and appellant.
H. Ralph Klemm, Salt Lake City, for plaintiff and respondent.
Defendant Lewis E. Campbell seeks reversal of a judgment awarding plaintiff Elden C. Kimball damages for breach of contract. Campbell argues that the trial court erred in considering parol evidence in interpreting the terms of a written agreement between the parties. Campbell also seeks a remand in order to pursue a counterclaim not asserted at trial for damages arising out of Kimball's alleged reciprocal breach of the contract. We hold that the trial court did not err in considering parol evidence and that the resulting findings and conclusions are supported by substantial record evidence. We therefore affirm. We also find no basis for a remand.
Both Kimball and Campbell held liens on a piece of real property known as "The Office." Both liens were lower in priority than at least one other lien on the property held by Murray First Thrift ("MFT"). 1 MFT had scheduled a trustee's sale. Prior to the sale, Campbell purchased MFT's entire interest in The Office, but decided to proceed with the trustee's sale to clear subsequent liens.
These facts are undisputed. However, with minor exceptions, the remaining facts were the subject of directly conflicting testimony between Campbell and Kimball. The trial court accepted Kimball's version. We recite the facts as found by the trial court.
At the January 22, 1981 sale, Campbell bid $43,000. To his surprise, Kimball then bid $45,000. Kimball had adequate credit to permit him to complete the purchase at the $45,000 price. Campbell requested a delay in bidding and offered to pay Kimball $10,000 in consideration of the withdrawal of his bid. Kimball accepted. The auctioneer then sold the property to Campbell by rejecting Kimball's higher bid upon the fictional premise that he did not have the $45,000.
After the sale, Kimball and Campbell drew up a rather cryptic agreement providing that Kimball would withdraw his $45,000 bid and execute and deliver a lien release on The Office "forthwith" and that in consideration, Campbell would pay Kimball $10,000 on or before February 13, 1981. The agreement was signed on January 22, 1981, after counsel for both parties reviewed it.
The trial court found that, at the time the agreement was signed, the parties intended that Kimball would execute and deliver the lien release as soon as Campbell tendered $10,000; that Kimball was at all times ready to give the release upon receipt of the $10,000; that Kimball contacted Campbell's attorney several times to ask if the $10,000 was available and was told that it was not; and that Kimball eventually gave Campbell's attorney the lien release on or about February 15th so that there would be no hesitancy on Campbell's part to pay the $10,000.
Kimball and Campbell were the only witnesses at trial. Kimball testified to the facts as found by the trial court, while Campbell asserted that Kimball's obligation to furnish a release "forthwith" was a condition precedent to his obligation to pay the $10,000 and that his receipt of the lien release on or before February 1, 1981, was required by the term "forthwith." Kimball testified that there was no such understanding. In essence, the parties' characterization of their intent regarding performance under the contract was flatly contradictory.
On appeal, Campbell argues that this Court should construe the contract in his favor as a matter of law, without deference to the trial court's findings. He asserts that the contract unambiguously established that Kimball's obligation to furnish the partial release was a condition precedent to Campbell's obligation to pay and that Kimball's failure to comply with that condition was a material breach of the agreement that allowed Campbell to treat the agreement as terminated.
A contract's interpretation may be either a question of law, determined by the words of the agreement, or a question of fact, determined by extrinsic evidence of intent. If a trial court interprets a contract as a matter of law, we accord its construction no particular weight, reviewing its action under a correctness standard. See Provo City Corp. v. Nielson Scott Co., Utah, 603 P.2d...
To continue reading
Request your trial
-
Brown v. Weis, 920703-CA
...terms, to the extent they are clear and unambiguous, they present questions of law, and we review for correctness. Kimball v. Campbell, 699 P.2d 714, 716 (Utah 1985). However, if a contract forms the basis for a summary judgment and the contract is ambiguous, we can affirm only if the extri......
-
Acosta v. Paragon Contractors Corp.
...See Edwards & Daniels Architects, Inc. v. Farmers' Props., Inc. , 865 P.2d 1382, 1385 (Utah Ct. App. 1993) (citing Kimball v. Campbell , 699 P.2d 714, 716 (Utah 1985) ). The district court did not specify the approach that it was using.6 Mr. Barlow’s status as an independent contractor woul......
-
Meadow Valley Contractors, Inc. v. State Dep't of Transp.
...by the number of layers or lifts and could result in a substantial deviation from the contract requirements.” As we explained in Kimball v. Campbell, A contract's interpretation may be either a question of law, determined by the words of the agreement, or a question of fact, determined by e......
-
Lane Myers Constr., LLC v. Nat'l City Bank
...Utah 2d 76, 493 P.2d 602, 603 (1972) ; Holbrook v. Webster's Inc., 7 Utah 2d 148, 320 P.2d 661, 663 (1958) ; see also Kimball v. Campbell, 699 P.2d 714, 716 (Utah 1985) (absent extrinsic evidence, the interpretation of a contract is a question of law).¶ 50 Although it may be theoretically p......