Ray v. Frasure

• Decision Date: 30 January 2009
• Docket Number: No. 34311.,34311.
• Citation: 200 P.3d 1174,146 Idaho 625
• Parties: Stan RAY, an individual; and Remington Real Estate, Inc., an Idaho corporation, Plaintiffs-Respondents, v. Don FRASURE, an individual, Defendant-Appellant.
• Court: Idaho Supreme Court

200 P.3d 1174

146 Idaho 625

Stan RAY, an individual; and Remington Real Estate, Inc., an Idaho corporation, Plaintiffs-Respondents, v. Don FRASURE, an individual, Defendant-Appellant.

No. 34311.

Supreme Court of Idaho, Boise, September 2008 Term.

January 30, 2009.

Angstman, Johnson & Associates, Boise, for appellant. Wyatt Johnson argued.

Meuleman Mollerup, Boise, for respondents. Richard Mollerup argued.

HORTON, Justice.

This appeal concerns the validity of a contract for the sale of real property between appellant Don Frasure and respondents Remington Real Estate, Inc. (Remington) and Stan Ray (Remington and Ray collectively referred to as Respondents). Frasure appeals the district court's ruling that the physical address in the contract sufficiently described the real property for purposes of the statute of frauds. We reverse the decision of the district court and conclude that a property description consisting solely of a physical address does not satisfy the statute of frauds.

I. FACTUAL AND PROCEDURAL BACKGROUND

On March 12, 2003, Frasure entered into a contract with Eagle Rim Properties, LLC, (Eagle Rim Properties) for the sale of his real property located in Kuna, Idaho. The contract described the property as 2275 W. Hubbard Rd., City of Kuna, County of Ada, Idaho 83634. The contract included a space for a legal description. The parties left this space blank. The contract also provided a check box to indicate that a legal description was attached as an addendum. The parties neither checked the box nor attached a legal description to the contract. The parties agreed to close the transaction on or before March 17, 2006 for a price of $264,000.¹ Ray and Frasure also executed an addendum changing the entity purchasing the property from Eagle Rim Properties to Ray Developers, LLC (Ray Developers). Ray owned both entities. For tax purposes, Ray later assigned Ray Developers's interest in the property to Remington,² another entity he controlled.

On the afternoon of Friday, March 17, 2006, the escrow officer discovered that the Idaho Secretary of State did not list Remington as an active entity, and therefore, Remington could not close the transaction. Ray instructed the escrow officer to contact Frasure and ask if Frasure would be willing to extend the closing date. The escrow officer spoke with Frasure's daughter, Sheila Frasure, who, acting on behalf of her father, agreed to extend the closing date to Tuesday, March 21, 2006. Frasure however, denies that he agreed to modify the closing date.

On Tuesday, March 21, 2006, Remington fully performed under the contract and deposited all funds due with the escrow company. That afternoon, Sherry Russell, a real estate agent representing Frasure, informed Respondents that Frasure did not intend to perform under the contract and had relisted the property for sale. Frasure eventually accepted an offer to sell the property for $750,000 to a different party.

On March 24, 2006, Respondents filed a complaint with the district court seeking specific performance, damages, and attorney fees and costs. The matter was tried before the district court on May 4, 2007. The district court held that Frasure breached his contractual duties to Respondents and ordered specific performance of the contract. The district court also awarded Respondents costs in the amount of $6,326.10 and attorneys fees in the amount of $43,541.45, for a total award of $49,867.55. Frasure timely appeals the district court's decision to this Court.

II. STANDARD OF REVIEW

Review of a trial court's conclusions from a bench trial is limited to ascertaining whether the evidence supports the findings of fact, and whether the findings of fact support the conclusions of law. Benninger v. Derifield, 142 Idaho 486, 488-89, 129 P.3d 1235, 1237-38 (2006) (citing Alumet v. Bear Lake Grazing Co., 119 Idaho 946, 812 P.2d 253 (1991)). Since it is the province of the trial court to weigh conflicting evidence and testimony and to judge the credibility of the witnesses, this Court will liberally construe the trial court's findings of fact in favor of the judgment entered. Rowley v. Fuhrman, 133 Idaho 105, 107, 982 P.2d 940, 942 (1999). This Court will not set aside a trial court's findings of fact unless the findings are clearly erroneous. Ransom v. Topaz Mktg., L.P., 143 Idaho 641, 643, 152 P.3d 2, 4 (2006); I.R.C.P. 52(a). If the trial court based its findings on substantial evidence, even if the evidence is conflicting, this Court will not overturn those findings on appeal. Benninger, 142 Idaho at 489, 129 P.3d at 1238. This Court will not substitute its view of the facts for that of the trial court. Ransom, 143 Idaho at 643, 152 P.3d at 4. However, this Court exercises free review over matters of law. Bolger v. Lance, 137 Idaho 792, 794, 53 P.3d 1211, 1213 (2002) (citing Bouten Constr. Co. v. H.F. Magnuson Co., 133 Idaho 756, 760, 992 P.2d 751, 755 (1999)).

III. ANALYSIS

This Court is asked to decide whether a physical address in a real estate contract sufficiently describes the property for purposes of the statute of frauds. Frasure also appeals the district court's ruling that the parties orally agreed to modify the closing date of the contract and that Frasure breached his contractual duties to Ray. Because we conclude that the contract does not meet the requirements of the statute of frauds, we do not address the oral modification or Frasure's duties under the contract to Ray. We conclude that a property description in a real estate contract consisting solely of a physical address does not satisfy the statute of frauds. We vacate the judgment, including the district court's award of attorney fees and costs and award Frasure attorney fees and costs on appeal. We remand this matter for a determination of the amount of attorney fees and costs to which Frasure is entitled for proceedings below.

A. The district court erred when it concluded that a property description in a real estate contract consisting of a physical address satisfies the statute of frauds.

Respondents argue that a property description in a real estate contract consisting of a physical address satisfies the statute of frauds and, alternatively, that the statute of frauds is inapplicable to the instant case because Frasure judicially admitted the existence of the real estate contract. Frasure argues that a physical address does not satisfy the statute of frauds and that the contract is therefore unenforceable. Respondents raise the doctrine of judicial admissions for the first time on appeal. This Court will not consider issues raised for the first time on appeal. Barbee v. WMA Sec., Inc., 143 Idaho 391, 397, 146 P.3d 657, 663 (2006). Therefore, we decline to address Respondents' argument concerning the doctrine of judicial admissions and only address the sufficiency of the instant property description consisting of a physical address.

The statute of frauds renders an agreement for the sale of real property invalid unless the agreement or some note or memorandum thereof is in writing and subscribed by the party charged or his agent. I.C. § 9-505(4). Agreements for the sale of real property that fail to comply with the statute of frauds are unenforceable both in an action at law for damages and in a suit in equity for specific performance. Hoffman v. S V Co., Inc., 102 Idaho 187, 190, 628 P.2d 218, 221 (1981) (citing 72 Am.Jur.2d Statute of Frauds § 285 (1974); 73 Am.Jur.2d Statute of Frauds § 513 (1974)). An agreement for the sale of real property must not only be in writing and subscribed by the party to be charged, but the writing must also contain a description of the property, either in terms or by reference, so that the property can be identified without resort to parol evidence. Garner v. Bartschi, 139 Idaho 430, 435, 80 P.3d 1031, 1036 (2003).

For over 100 years, this Court has held that a contract for the sale of real property must speak for itself and that a court may not admit parol evidence to supply any of the terms of the contract, including the description of the property. Kurdy v. Rogers, 10 Idaho 416, 423, 79 P. 195, 196 (1904). In Kurdy, the written contract did not include the terms or conditions of the sale, the consideration, or a description of the land or even indicate the county or state in which the land was located. Id. This Court specifically held that parol evidence is not admissible to supply any of the terms of the contract. Id.

Five years after deciding Kurdy, in a case involving the sale of real property, this Court took up the question what constitutes a sufficient description of real property under the statute of frauds. Allen v. Kitchen, 16 Idaho 133, 100 P. 1052 (1909). In Allen, the contract described the real property as "Lots 11, 12, and 13, in block 13, Lemp's addition," and "Lot 27, Syringa Park addition, consisting of 5 acres."³ Id. at 137, 100 P. at 1053. Absent from the description was the city, county, state, or other civil or political division or district in which any of the property was located. Id. The Appellant argued that the contract was sufficient to admit oral evidence showing the location of the real property. This Court disagreed.

In Allen, we reaffirmed our holding from Kurdy that a contract must speak for itself and stated that "[i]t is not a question as to what the contract was intended to be, but rather, was it consummated by being reduced to writing as prescribed by the statute of frauds." Id. at 145, 100 P. at 1055. We also indicated that a contract that references "any record or external or extrinsic description from which a complete description could be had" sufficiently describes the real property for purposes of the statute of frauds. Id. at 143, 100 P. at 1055. The contract in Allen neither contained a complete description of the real property nor referred to any external record containing a sufficient description. Therefore, we concluded that there was no complete...