Lone Cedar Ranches, Inc. v. Jandebeur

• Decision Date: 04 November 1994
• Docket Number: No. S-93-289,S-93-289
• Citation: 523 N.W.2d 364,246 Neb. 769
• Parties: , 35 A.L.R.5th 877 LONE CEDAR RANCHES, INC., a Nebraska Corporation, and Bill Hartnell, Appellants, v. D.B. JANDEBEUR and The Jandebeur Company, a Nebraska Corporation, Appellees.
• Court: Nebraska Supreme Court

Page 364

523 N.W.2d 364

246 Neb. 769, 35 A.L.R.5th 877

LONE CEDAR RANCHES, INC., a Nebraska Corporation, and Bill Hartnell, Appellants, v. D.B. JANDEBEUR and The Jandebeur Company, a Nebraska Corporation, Appellees.

No. S-93-289.

Supreme Court of Nebraska.

Nov. 4, 1994.

Syllabus by the Court

1. Equity: Appeal and Error. In an appeal in equity, the reviewing court tries factual questions de novo on the record.

2. Appeal and Error. The factual findings of the trial court in an action at law in which the jury is waived have the effect of a verdict and will not be set aside unless clearly wrong.

3. Actions: Accounting. An action for an accounting may under one set of circumstances find its remedy in an action at law and under another find it within the jurisdiction of equity.

4. Declaratory Judgments. A suit for declaratory judgment is an action sui generis and may involve questions of law or equity or both; whether a declaratory judgment action is treated as an action at law or one in equity is to be determined by the nature of the dispute.

5. Actions: Contracts. When the essence of a dispute sounds in contract, the action is to be treated as one at law.

6. Accounting: Equity. Generally, in order to be entitled to the equitable remedy of accounting, it is necessary to allege a fiduciary, trust, or confidential relationship; a complicated series of accounts; or the inadequacy of a remedy at law, the latter being the basic reason for asserting equitable jurisdiction.

7. Accounting: Contracts. An accounting action at law is based upon a contract, express or implied.

8. Accounting. For an action for a legal accounting to lie, it must appear that the defendant has received property or money not belonging to him or her, which he or she is bound to account for to the plaintiff, and that the plaintiff is the owner of such property or money.

9. Pleadings. The allegations of a petition establish the essential character of a cause of action and the remedy or relief it seeks and thus determine whether a particular action is one at law or in equity, unaffected by the conclusions of the pleader or what the pleader calls it.

10. Judgments: Appeal and Error. In an action at law tried without a jury, the findings of the district court have the effect of a verdict, the evidence must be considered in the light most favorable to the successful party, conflicts must be resolved in favor of the successful party, and the successful party is entitled to the benefit of every inference which can reasonably be deduced from the evidence.

11. Accord and Satisfaction: Words and Phrases. An accord and satisfaction is a discharge of an existing indebtedness by the rendering of some performance different from that which was claimed as due and the acceptance of such substituted performance by the claimant in full satisfaction of the claim.

12. Accord and Satisfaction. To constitute an accord and satisfaction, there must be (1) a bona fide dispute between the parties, (2) substitute performance tendered in full satisfaction of the claim, and (3) acceptance of the tendered performance.

13. Accord and Satisfaction: Proof. The burden of proof to maintain an alleged accord and satisfaction is on the party seeking to enforce it.

14. Accord and Satisfaction: Intent. The key element of accord and satisfaction is the intent of the parties, which, although as a general rule presents a question of fact, becomes a question of law when the evidence creates no conflict as to intent.

15. Breach of Contract: Damages. One injured by a breach of contract is entitled to recover all one's damages, including the gains prevented as well as the losses sustained, provided the damages are reasonably certain and such as might naturally be expected to follow the breach.

16. Damages: Proof. While damages need not be proved with mathematical certainty, neither can they be established by evidence which is speculative and conjectural.

17. Damages: Proof. Loss of prospective profits may be recovered if the evidence shows with reasonable certainty both its occurrence and the extent thereof; uncertainty as to the fact of whether damages were sustained at all is fatal to recovery, but uncertainty as to amount is not if the evidence furnishes a reasonably certain factual basis for computation of the probable loss.

George G. Vinton, North Platte, for appellants.

John A. Gale, of McCarthy, Gale & Moore, North Platte, for appellees.

HASTINGS, C.J., WHITE, CAPORALE, FAHRNBRUCH, LANPHIER, and WRIGHT, JJ., and BOSLAUGH, J., Retired.

CAPORALE, Justice.

I. STATEMENT OF CASE

The plaintiffs-appellants producers, Lone Cedar Ranches, Inc., a Nebraska corporation, and Bill Hartnell, seek an accounting and damages under a farming contract with the defendants-appellees landowners, D.B. Jandebeur and The Jandebeur Company, a Nebraska corporation. Jandebeur and The Jandebeur Company counterclaimed, seeking damages for breach in the performance of the contract and postcontract arrangements, and to have a thresher's lien filed by Hartnell declared void. The district court entered judgment in the amount of $6,125 in favor of Lone Cedar Ranches, to be offset against a judgment in the sum of $25,496.10 in favor of Jandebeur, for a net judgment in his favor of $19,371.10, and declared the thresher's lien to be void. The producers appealed, asserting, in summary, that the evidence failed to sustain the district court's findings that (1) The Jandebeur Company had no liability; (2) an accord and satisfaction had been reached by the parties as to the contract; (3) the contract had not been extended; (4) the annual accounting required by the contract had been postponed; (5) the reasonable value of the farming services performed during the postcontract period and the amount paid therefor were as determined; (6) the crop yields during the postcontract period, the values thereof, and the resulting losses were as determined; and (7) the thresher's lien was void. We, on our own motion, removed the matter from the Nebraska Court of Appeals to this court in order to regulate the caseloads of those courts and now affirm the judgment of the district court.

II. SCOPE OF REVIEW

The producers have asked that we review this matter de novo on the record. Despite the fact that in many contexts the traditional distinctions between law and equity have been abolished, whether an action is one in equity or one at law controls in determining an appellate court's scope of review. In an appeal in equity, the reviewing court tries factual questions de novo on the record. In contrast, the factual findings of the trial court in an action at law in which the jury is waived have the effect of a verdict and will not be set aside unless clearly wrong. Waite v. A.S. Battiato Co., 238 Neb. 151, 469 N.W.2d 766 (1991).

An action for an accounting may under one set of circumstances find its remedy in an action at law and under another find it within the jurisdiction of equity. Id. A suit for declaratory judgment is an action sui generis and may involve questions of law or equity or both; whether a declaratory judgment action is treated as an action at law or one in equity is to be determined by the nature of the dispute. Id.; Jelsma v. Colonial Penn Ins. Co., 232 Neb. 49, 439 N.W.2d 479 (1989). When the essence of the dispute sounds in contract, the action is to be treated as one at law. Waite, supra; Union Ins. Co. v. Bailey, 234 Neb. 257, 450 N.W.2d 661 (1990).

Although the producers have asked for an accounting, we must consider the nature of the underlying dispute to determine whether this is an action at law or in equity. Generally, in order to be entitled to the equitable remedy of accounting, it is necessary to allege a fiduciary, trust, or confidential relationship; a complicated series of accounts; or the inadequacy of a remedy at law, the latter being the basic reason for asserting equitable jurisdiction. See Trump, Inc. v. Sapp Bros. Ford Center, Inc., 210 Neb. 824, 317 N.W.2d 372 (1982). On the other hand, an accounting action at law is based upon a contract, express or implied. Harmon Care Centers v. Knight, 215 Neb. 779, 340 N.W.2d 872 (1983). For an action for a legal accounting to lie, it must appear that the defendant has received property or money not belonging to him or her, for which he or she is bound to account to the plaintiff, and that the plaintiff is the owner of such property or money. Id.

The controlling petition filed by the producers does not contain allegations of a fiduciary, trust, or confidential relationship; a complicated series of accounts; or the inadequacy of a remedy at law. Rather, their action sounds in contract, claiming, in part, that the landowners have received money which belongs to the producers for which the landowners must account.

It is true that the landowners sought to have the thresher's lien filed by Hartnell under the provisions of Neb.Rev.Stat. § 52-501 (Reissue 1993) declared void and that an action to foreclose a lien is grounded in equity, see DeMoor v. DeMoor, ante 246 Neb. 765, 523 N.W.2d 361 (1994), and McCook Nat. Bank v. Myers, 243 Neb. 853, 503 N.W.2d 200 (1993). However, the allegations of a petition establish the essential character of a cause of action and the remedy or relief it seeks and thus determine whether a particular action is one at law or in equity, unaffected by the conclusions of the pleader or what the pleader calls it. See White v. Medico Life Ins. Co., 212 Neb. 901, 327 N.W.2d 606 (1982). Here, the landowners ask not that the lien be foreclosed, but only that it be declared void because they owe no money. Thus, the essence of the dispute in the instant case sounds in contract. The action is therefore one at law tried without a jury.

Consequently, not only do the findings of the district court have the effect of a verdict, the evidence must be considered in the light most favorable to the landowners as the successful pa...