Leach v. Tingle

• Decision Date: 11 September 1991
• Docket Number: No. 90-CA-0486,90-CA-0486
• Parties: J. Michael LEACH v. Bobby W. TINGLE and Wife, Lynda Gayle Tingle.
• Court: Mississippi Supreme Court

Page 799

586 So.2d 799

J. Michael LEACH v. Bobby W. TINGLE and Wife, Lynda Gayle Tingle.

No. 90-CA-0486.

Supreme Court of Mississippi.

Sept. 11, 1991.

Thomas L. Segrest, Graham & Segrest, Columbus, for appellant.

Gary Street Goodwin, Goodwin & Goodwin, Columbus, for appellees.

En Banc

BANKS, Justice, for the Court:

I.

This case presents the question whether a contract for the sale of real property, particularly, a "buy-back" provision thereof, is sufficiently specific that in law we may order specific performance. The Chancery Court held in the affirmative and ordered the original Seller to repurchase the property. We find the language adequate to support such a judgment and affirm.

II.

A.

In 1987, Bobby Wayne Tingle accepted a position as circulation director with The Commercial Dispatch, a daily newspaper in Columbus, Mississippi. Prior to this time, Tingle and his wife, Lynda Gayle Tingle, had been living in Texas. In mid-October, 1987, The Commercial Dispatch's general manager put the Tingles in touch with Sue Whitten of Jourdan Realty Company to assist them in finding housing in the Columbus area. The Tingles told Whitten that they would prefer to rent and not purchase, one of their reasons being that they had not yet been able to sell their house back in Texas. In the course of discussions, Whitten told the Tingles of an area called Oakdale Park, which had been developed by J. Michael Leach. She explained that Leach customarily provided a "guaranteed buy-back" which might be consistent with the Tingles' needs.

On October 19, 1987, the Tingles entered into a contract with Leach whereby Leach would sell and the Tingles would buy a house and lot. Prepared on a Jourdan Real Estate printed form, the contract included language typed in blank spaces to localize it to the particular agreement between the Tingles and Leach. The contract called for a $66,000.00 sales price, $52,800.00 of which the Tingles were to borrow from First Federal Savings and Loan Association of Columbus. The Tingles were to pay $3,300.00 in cash to Leach at closing, and Leach was to finance the balance of the "down payment" by accepting the Tingles' note for $9,900.00 secured by a second deed of trust on the property.

At issue here is the language in a space marked "17. Special Provisions," which reads:

Seller [Leach] to give Purchaser [the Tingles] a guaranteed buy-back anytime after the first year and Purchaser will be given $3,300.00 with this buy-back by Seller.

This is the only mention of "buy-back" in the contract. All agree that the blanks in the printed form contract were filled in by Whitten, who was acting for Leach, but the contract was thereafter signed by the Tingles, by Leach, and by Charles W. Jourdan as "Broker."

The parties closed the sale on November 6, 1987. The customary execution and delivery of notes, deed, deeds of trust, took place. Leach, however, did not deliver the guaranteed "buy-back" agreement to the Tingles. ¹ The Tingles moved into the house on November 7, 1987, and lived there uneventfully for a time.

In the Summer of 1989, the Tingles decided that they should sell the house, for reasons not explained. They tried on their own for several months, and the best offer they elicited was $62,000.00, some $4,000.00 shy of the November, 1987, selling price. On August 8, 1989, the Tingles approached Leach and demanded that he "buy back" the property. They cited the "buy-back" provision of the sales contract. Leach refused, noting that the Tingles' reasons were insufficient. ²

B.

On October 3, 1989, the Tingles commenced this civil action by filing their complaint in the Chancery Court of Lowndes County, Mississippi. They named Leach as defendant, charged that the contract bound him to repurchase the property, and demanded specific performance. Leach defended, inter alia, on grounds the sales contract was too vague and uncertain on the subject of "buy-back" to be susceptible to enforcement via specific performance.

After plenary trial, the Chancery Court found for the Tingles and ordered specific performance, the terms of which would be, the Tingles would

execute and deliver a good and valid warranty deed conveying subject property together with evidence of good title to the property, subject only to the liens set forth in the contract of sale.

The Court ordered Leach to pay the Tingles $3,300.00 at the time of closing and, implicitly, to treat as paid and satisfied the remaining balance of the $9,900.00 second mortgage "down payment" note the Tingles had given Leach. ³ The Court further directed Leach to assume the obligations of the loan transaction with First Federal Savings. "Whatever arrangements he [Leach] has to make with First Federal will be his concern." The Court finally provided that the Tingles would return the house to Leach "in the same condition as it was at the time of sale, except for normal wear and tear."

Leach now appeals to this Court.

III.

Our law of contracts affords persons in a relative state of freedom the option and opportunity, for perceived advantage, to bargain with each other and, if they wish, accept rights and responsibilities limiting their freedom of action. No doubt, by reason of the social and economic importance of contracts in our society, the law attaches conditions to this facility it affords our citizens. It tells us that there are formalities the parties must meet before their bargain may become legally enforceable. Putt v. City of Corinth, 579 So.2d 534, 537-38 (Miss.1991); Williams v. Mason, 556 So.2d 1045, 1048 (Miss.1990). Of importance today, one of those formalities is that the contract must be reasonably complete and its essential terms reasonably certain. Questions of the validity, enforceability and construction of contracts--of whether the parties have satisfied the law's formal requisites--are committed to the court as distinguished from the trier of facts. See, e.g., Keys v. Rehabilitation Centers, Inc., 574 So.2d 579, 583 (Miss.1990); Busching v. Griffin, 542 So.2d 860, 863 (Miss.1989).

No one denies the existence of the Contract of Sale and Purchase of Real Estate executed October 19, 1987, and no one denies that it was duly signed by the Tingles, as purchasers, and Leach, as seller. Our question is one of enforceability, and our focus is upon the "buy-back" language quoted above. The Tingles are correct to remind us that we do not read language such as this in isolation and out of context, but that we integrate it into the entire document and draw meaning from all that is relevant within the four corners of the contract. Texaco, Inc. v. Kennedy, 271 So.2d 450, 452 (Miss.1973). We focus upon the objective fact, the language of the contract. Of course we seek intent, but the law has made clear that we may honor intent only insofar as it may be found in contract language which satisfies the criteria for legal validity. Osborne v. Bullins, 549 So.2d 1337, 1339 (Miss.1989).

The Tingles remind us as well that ambiguous words and terms should be construed against the party who has drafted them; and we accept that, in a case where language of an otherwise enforceable contract is subject to more than one fair reading, we will give that language the reading most favorable to the non-drafting party. Stampley v. Gilbert, 332 So.2d 61, 63 (Miss.1976). None of this is inconsistent with our long acceptance that courts are charged to read contracts reasonably to give their terms and their conditions a reasonable construction and that the principle just noted should never be utilized to give words a meaning they will not bear. See Hicks v. Bridges, 580 So.2d 743, 746 (Miss.1991); Hutton v. Hutton, 239 Miss. 217, 229-30, 119 So.2d 369, 374 (1960).

Most specific performance cases are brought by would-be buyers charging sellers' breach. Our law seems settled that a would-be seller such as the Tingles may have a specific performance remedy as well, provided they report the remedy's requisites. Osborne v. Bullins, 549 So.2d at 1340.

Before a court may order specific performance of a contract, it must find the contract reasonably complete and reasonably definite on material points. Duke v. Whatley, 580 So.2d 1267, 1272-74 (Miss.1991). A contract is said to enjoy the level of specificity predicate to enforceability:

if it contains matter which will 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.

Duke v. Whatley, 580 So.2d at 1274, quoting McGee v. Clark, 343 So.2d 486, 489 (Miss.1977) (quoting Jones v. McGahey, 187 So.2d 579, 584 (Miss.1966). See also, Hicks v. Bridges, supra; and Busching v. Griffin, 542 So.2d at 863. If the contract does not pass this test of specificity, the court should find it unenforceable and deny specific performance. Duke v. Whatley, 580 So.2d at 1274-75; Sta-Home Health Agency, Inc. v. Umphers, 562 So.2d 1258, 1262 (Miss.1990); Quick and Grice v. Ashley, 227 Miss. 273, 86 So.2d 40 (1956); Izzard v. Jackson Credit Corporation, 188 Miss. 447, 195 So. 331 (1940).

We are concerned today with a particular type of contract. The contract of sale of October 19, 1987, by its terms contemplated a consummation via another exchange of documents some weeks in the future and was in this sense a contract to make a contract. But this does not preclude enforceability. The fact that the writing sued upon by its terms contemplates further documents and a closing in no way renders the writing sued upon unenforceable according to its terms. Busching v. Griffin, 542 So.2d 860, 863 (Miss.1989); Vicksburg Waterworks Co. v. J.M. Guffy Petroleum Co., 86 Miss. 60, 66, 38 So. 302, 304 (1905). These principles apply to a contract to make a contract the same as they apply to any other contract or agreement. Etheridge v. Ramzy, 276 So.2d 451, 454-56 (Miss.1973).

We have recognized such contracts perform dual and...