Ramsey v. Sedlar
| Decision Date | 08 May 1969 |
| Docket Number | No. 39282,39282 |
| Court | Washington Supreme Court |
| Parties | Robert L. RAMSEY, Kelton J. Butler, Monroe H. Pastermack, and Robert Roland, Respondents, and Cross-Appellants, v. Peter SEDLAR and Margaret Sedlar, his wife, Appellants, Roland & Roland, Inc., Respondent. |
R. Wayne Cyphers, Seattle, for appellants.
Schultheis, Maddock & H. G. Sutton, Richard E. Schultheis, Port Orchard, for respondents.
Respondents, as purchasers under a contract for the sale of real property, instituted this action seeking to specifically enforce the contract upon the grounds that the contract price had been fully paid. Appellants, the sellers, denied payment in full and counterclaimed for the contract balance allegedly due and for damages arising out of asserted fraud and breach of fiduciary duty. After trial to the court sitting without a jury, appellants were ordered to execute a deed to respondents in full compliance with the contract of sale; however, appellants were granted judgment in the sum of $2,300 against respondent Robert Roland and his brother, Howard Roland, and their real-estate brokerage firm of Roland & Roland, Inc., representing the brokerage commission on the sale of the land involved. Appellants have appealed from the judgment of specific enforcement and respondents have cross-appealed from the judgment forfeiting the brokerage commission.
Appellants are Peter and Margaret Sedlar, husband and wife, who owned an 80-acre tract of land, the sale and purchase of which gave rise to this action. Respondents are Robert and Howard Roland, and Roland & Roland, Inc., 1 as brokers for the sale of appellants' property, and Robert L. Ramsey, Kelton J. Butler, Monroe H. Pastermack, and Robert Roland on behalf of his brother and their brokerage business, as members of the joint venture formed to purchase appellants' property.
We shall outline briefly the circumstances giving rise to this suit.
The appellants have limited educations. In addition, appellant Peter Sedlar does not have a good command of the English language either as it is written or spoken. The trial court also found that neither of the appellants have much knowledge of business generally or the sale and purchase of real property in particular, although they had initially purchased the property involved on an installment contract, had operated and maintained a commercial sawmill and timber business on the premises, engaged in commercial fishing ventures, compiled and computed their federal income tax returns without professional assistance, and maintained until retirement appellant Peter Sedlar's status as a first-class journeyman machinist under civil service in the Puget Sound Naval Shipyard.
On May 11, 1961, appellants, as defendants in a malicious prosecution action brought by one of their neighbors, incurred a judgment against them in the sum of $2,000 plus costs, and, being without ready cash to pay the judgment and being otherwise dissatisfied with their neighborhood, decided to sell their property. On May 12, the day after the entry of the judgment, a salesman from Roland & Roland, Inc., who was acquainted with appellants and their situation, approached them to obtain a listing on their property. Appellants then signed a 5-day listing agreement providing for a sales price of $27,000 for their 80-acre tract, plus $2,100 for equipment situated on the tract.
Two days after the listing agreement expired, respondent Robert Roland presented an earnest-money agreement constituting an offer to appellants to purchase their listed real and personal property for a total price of $23,000, payable $7,500 down and $150 per month with deferred balances bearing 6 per cent interest. This agreement did not contain any provision whereby the purchaser could accelerate payments. Neither did it suggest the desirability of a partial fulfillment and deed-release clause. The agreement was signed 'Robert Ramsey, by R. Roland' as purchaser. Appellants, feeling the interest payable would make up for the price difference, signed the agreement and further agreed to pay a commission of $2,300 to Roland & Roland, Inc., as agents for procuring the proposed sale.
Approximately 2 weeks later, in the first part of June, 1961, appellants were called to the broker's office where they were presented with a real-estate contract which had not yet been signed by the purchasers, some of whom, including Robert Roland, were not named in the contract as presented. As opposed to the earnest-money agreement, this contract contained a payment acceleration provision. Although expressing dissatisfaction with this addition, appellants signed the contract.
After appellants had affixed their signatures, the office secretary for the Roland real-estate firm inquired of appellants if they would permit the insertion of a partial fulfillment and deed-release clause in the contract, provided they received one-half of the proceeds from any resale of portions of the property. Appellants without further inquiry or discussion agreed. The secretary then typed the following addition into the contract; the bracketed portion being added in longhand at appellants' request:
The purchasers herein contemplate platting and subdividing the property herein described and the sellers agree to join in the execution of said plat (at no expense to sellers). In the event of sale by the purchasers of any portion or portions of said property, the sellers herein agree to release and execute a Warranty Deed for said portion or portions sold upon payment to them, their heirs, successors or assigns, in cash of 50% Of the sale price of said portion or portions sold.
Appellants placed their initials beside the added clause and left the office.
In the meantime, respondent Robert Roland completed organization of the joint venture undertaking the purchase of appellants' property. The members of this enterprise, respondents Ramsey, Butler, Pastermack and Robert Roland, on behalf of the Roland firm, signed the contract which appellants had already signed. A copy of the completed contract was then mailed to and received by appellants in the latter part of June, 1961. When they received the copy, appellants learned for the first time that Robert Roland, their broker and agent, was involved in the purchase of their property. They discussed the matter between themselves but made no objections.
Between June, 1961, and September, 1964, appellants executed four deeds to portions of the 80-acre tract at the request of the joint venture. During that same period, appellants received 44 checks from the joint venture...
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