Miracle Const. Co. v. Miller
| Decision Date | 24 January 1958 |
| Docket Number | No. 37112,37112 |
| Citation | 251 Minn. 320,87 N.W.2d 665 |
| Parties | MIRACLE CONSTRUCTION COMPANY, Respondent, v. Ernest T. MILLER et al., Appellants. |
| Court | Minnesota Supreme Court |
Syllabus by the Court
1. The description of land which a written sales contract purports to convey satisfies the statute of frauds (M.S.A. § 513.05) if, in the light of the circumstances and conditions surrounding the parties with respect to the land during the negotiations (as established by parol evidence or by a permissible taking of judicial notice), such description provides, when applied to the physical features of the surrounding terrain, a reasonably certain guide or means for identifying such land to the exclusion of all other lands.
2. If, with the aid of extrinsic evidence, the description can be applied to the property so as to identify and distinguish the intended area from all other lands, it is adequate.
3. It is immaterial that the area was not delimited by metes and bounds as long as the parties knew the physical location of the boundaries, as indicated by their conduct of the negotiations prior to the signing of the contract, and as corroborated by their subsequent conduct in establishing, or in acquiescing in the designation of, such boundaries on plats prepared pursuant to a survey.
4. The court did not err in admitting oral evidence of the conduct of the parties, and of the acts performed in reliance upon, and as indicative of, their prior understanding, and of all other circumstances and conditions surrounding their negotiations since such evidence was not employed to modify the written description but merely to give its word symbols meaning as related to the area excepted from the sale.
5. If the existence of a fact or the occurrence of an event is made a condition precedent to the contractual duty of one of the parties, and for his benefit and protection only, the nonexistence or nonoccurrence of such condition does not prevent enforcement of the duty of the other party.
Gordon J. Berg, Minneapolis, for appellants.
Faegre & Benson, G. Alan Cunningham, Minneapolis, for respondent.
Appeal from an order denying defendants' motion for a new trial and from a subsequent judgment decreeing specific performance of a contract to convey land.
We are here primarily concerned with the sufficiency, under the statute of frauds (M.S.A. § 513.05), of a description in a contract for the sale of land and with the admissibility of parol evidence in the application of such description to the property. A further issue arises as to the waiver of conditions precedent in the contract.
Defendants, husband and wife, are owners of slightly less than 40 acres of land in what was formerly the township of Brooklyn Park, adjacent to Osseo, Minnesota. In February 1954, defendants listed the property for sale with L. W. Reinking, a real estate agent through whom they had purchased the property for $11,000 several years before. Reinking, who thereafter acted as defendants' agent to sell the property, showed the property to Maurice Merickel, Sr., and his son, M. J. (Pat) Merickel, who represented plaintiff, Miracle Construction Company. Maurice Merickel is the owner and sole stockholder of the plaintiff corporation, Miracle Construction Company, which is engaged in the business of buying and developing land suitable for housing development.
Defendants' house and several outbuildings are located on their land. The Merickels expressed interest in purchasing the property but indicated that they did not want these buildings because plaintiff corporation sought favorable action by the Federal Housing Administration in making loans and these buildings did not comply with F.H.A. requirements. Plaintiff's representatives further indicated that, in order to meet F.H.A. requirements, it was necessary for the property to be annexed to the village of Osseo so that water could be obtained for the houses to be built by plaintiff. Reinking talked to defendants and after the defendants had decided what land about their house and outbuildings they wished to except from the sale, Reinking went to the premises with the Merickels and pointed out an area of approximately 3 1/2 to 4 acres which the defendants were to retain. The area excepted was agreeable to plaintiff's representatives.
On March 8, 1954, the parties signed an earnest money contract for the sale of defendants' entire tract of land less the excepted area, and plaintiff made a downpayment of $500 on the $14,000 purchase price. The contract, which was prepared by or for defendants' agent, Reinking, contained the correct legal description of the entire tract and provided for its sale subject, however, to the following exception and conditions:
'(Excepting house, outbuildings and approx. 3 1/2 acres surrounding same)
'It is specifically understood and agreed this Earnest Money Contract shall be null and void and said Earnest Money shall be returned forthwith unless the following conditions are complied with on or before
'1. The Village of Osseo shall annex said property into said Village.
Shortly after the earnest money contract was signed, plaintiff employed a surveyor who staked out the excepted area. Thereafter, several plats of the land were made by the surveyor, all clearly indicating the excepted area.
On April 6, 1954, the township of Brooklyn Park, within which defendants' land was located, incorporated as the village of Brooklyn Park. The property has been in the village of Brooklyn Park since that time.
In June or July 1954, defendant Ernest Miller told the Merickels that he did not wish to go through with the contract; that he had been offered $28,000 by another party for all of the property Including the excepted area and the buildings on it. Miller sought to have plaintiff purchase the excepted area and the buildings on it but was informed that plaintiff insisted on performance of the earnest money contract. Plaintiff's representatives attempted to induce performance of the contract by defendants for several months and, in December 1954, they tendered approximately $6,900 in cash to defendants, which represented the payment which would then be due upon closing the earnest money contract. Defendants refused the tender and declared that they did not wish to sell the property unless it was sold in its entirety. Plaintiff thereupon commenced this action for specific performance, which upon trial resulted in a judgment against the defendants decreeing specific performance of the contract. Appeal is taken from that judgment and from an order denying defendants' motion for a new trial.
1--2. The description of land which a written sales contract purports to convey satisfies the statute of frauds (§ 513.05) if, In the light of the circumstances and conditions surrounding the parties with respect to the land during the negotiations (as established by parol evidence or by a permissible taking of judicial notice), Such description provides, when applied to the physical features of the surrounding terrain, a reasonably certain guide or means for identifying such land to the exclusion to all other lands. 1 Since even the most specific and precise description may require some parol proof to complete the identification of the property, 2 the test is--does the writing furnish a reasonably certain means of identification? 3 Clearly, a description of land may be adequate to satisfy the statute of frauds even though it is not so certain as to render unnecessary the resort to extrinsic evidence to apply it to the land. If, with the aid of extrinsic evidence, the description can be applied to the property so as to identify and distinguish the intended area from all other lands, it is adequate. 4 Although parol evidence is inadmissible to aid a defective description by supplying an essential part which is missing, it is admissible to interpret or translate the description's word symbols as the parties must have used and understood them in the light of circumstances and conditions which surrounded their negotiations.
3. Prior to the signing of the earnest money contract herein, defendants' agent, Reinking, after ascertaining from defendants the area they wished to keep, clearly pointed out to plaintiff's representatives the boundaries of the area to be reserved. Reinking indicated that the east boundary followed an existing barbed-wire fence and certain posts; that the southern boundary would be County Road No. 104; and that the western boundary would be the entrance road entering the property from County Road No. 104. The north line, it was indicated, was to run behind...
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