Olson v. Balch, 36755
| Decision Date | 05 March 1964 |
| Docket Number | No. 36755,36755 |
| Citation | 63 Wn.2d 938,389 P.2d 900 |
| Parties | Carl A. OLSON and Gladys C. Olson, his wife, Respondents, v. Albert S. BALCH and Edith Balch, his wife, and Park Highlands Development Co., Appellants. |
| Court | Washington Supreme Court |
Burkheimer, Cavender, Wyman & Curtis, Robert L. Butler, Seattle, for appellants.
Karr, Tuttle, Campbell, Koch & Granberg, Seattle, for respondents.
This is an appeal from a judgment entered after granting respondents' motion for summary judgment. The judgment decreed that appellants had no interest in certain described real property, declared null and void an exchange contract dated April 18, 1959, and awarded respondents their costs.
Respondents and Park Highlands Development Company, a limited partnership, purported to enter an exchange contract dated April 18, 1959, whereby respondents agreed to sell and convey to Park Highlands Development Company approximately 50 acres of land situated in Snohomish County ( described therein), and respondents were to receive in exchange real property which they were to select and which was to be purchased by appellants. Albert S. Balch owns all (except two qualifying shares) the stock of Wildwood Estates, a corporation which is a general partner of Park Highlands Development Company. Appellant Balch, in the exchange contract, personally guaranteed the obligations of the limited partnership therein, besides acting as its agent in negotiation of the exchange contract. 1
The exchange contract was drafted by respondent husband and appellant Balch by making changes and filling in blanks in a printed form designated as Washington Title Insurance Form L 41. Its provisions are too lengthy to be quoted verbatim. Generally speaking, it provided that respondents' 50 acres were valued at $90,287.50 for purposes of the exchange agreement. It is then provided that this exchange shall be made in part from time to time 'as provided by trusteeship' which is to be drawn by respondents' attorney (not named).
The property to be exchanged for respondents' property which appellants agree to purchase and convey to respondents is described in the exchange contract as
'* * * the following real estate situate in ________ County, Washington, to-wit:
'Property to be acquired by first party under a trusteeship to be worded by attorney for second party, said property to be selected by second party, funds for such trusteeship to be delivered to trustee by first party $30,000 cash, and the balance in three equal annual payments provided that in the event first party makes such payments in advance of due date the trustee will discount such payments at the rate of 3% per annum
'subject to the following incumbrances: none, or as accepted by second party.
'This is an agreement and may at the request of the first or second party be rewritten in whole or in part by attorney for the second party in order to protect the interests of the first and second parties in every way, provided that the main intent of the agreement must be preserved.'
The exchange contract also provides that the parties agree to furnish purchaser's policies of title insurance within ten days from April 18, 1959:
October 25, 1961, respondents instituted this action alleging that the purported exchange contract was ambiguous, incomplete, and unenforcible, and that no performance thereof had been tendered or consummated on appellants' part.
Appellants, in addition to denying the material allegations of the complaint, affirmatively alleged that they had deposited in an escrow account with the Washington Title Insurance Company a check for $30,000, and requested respondents to select property to be conveyed to them under the exchange agreement, but that respondents had failed to perform their obligations thereunder.
At the trial, respondents moved for a summary judgment in their favor, and the court, after a consideration of the record, including the affidavit of one of respondents' counsel and the affidavit of appellant Balch, granted the motion.
The trial court then entered judgment quieting respondents' title to the 50 acres they owner in Snohomish County as against any claim of appellants and declaring the exchange agreement to be null and void.
As the basis of their appeal therefrom, appellants rely on three assignments of error:
motion for summary judgment and holding that the Exchange Contract entered into by the parties was ambiguous, incomplete and unenforceable as a matter of law.
'2. The trial court erred in entering the Finding of Fact designated as Conclusion of Law I.
'3. The trial court erred in entering Judgment for respondents (plaintiffs) according to the prayer of their complaint, including their costs and disbursements.
'Verbatim Portions of Findings of Fact Which Appellants Claim to Be Erroneous
'Finding of Fact designated as Conclusion of Law I:
'That the said purported Exchange Contract is ambiguous, incomplete and unenforceable."
In support of their argument that trial court erred in granting respondents' motion for summary judgment and in holding that the exchange agreement was ambiguous, incomplete, and unenforcible as a matter of law, appellants refer to Rule of Pleading, Practice and Procedure 56 (RCW Vol. 0), relating to summary judgments and to numerous recent decisions of this court in which the rule is discussed. They correctly state that the fundamental question to be resolved is whether the record presents a genuine issue as to any material fact.
The answer to this question in the present case depends on whether the exchange agreement is so ambiguous and incomplete that it is unenforcible by a court as a matter of law.
In considering this question, we have in mind the principles enunciated by other courts of last resort in the decisions referred to in appellants' brief that, in construing an indefinite agreement, a court should endeavor, if possible, to find a sufficiently definite meaning to the bargain made by the parties to carry out their intent and 'not favor, but lean against, the destruction of contracts because of uncertainty.' In Platts v. Arney, 46 Wash.2d 122, 126, 278 P.2d 657 (1955), this court said:
'Courts do not lightly declare a contract void for lack of certainty, but will endeavor to discover the true meaning...
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