Seabaugh v. Keele, 54839

• Decision Date: 13 June 1989
• Docket Number: No. 54839,54839
• Citation: 775 S.W.2d 205
• Parties: William B. SEABAUGH and Dorothy B. Seabaugh, Appellants, v. Billy J. KEELE and Sara J. Keele, Respondents.
• Court: Missouri Court of Appeals

Page 205

775 S.W.2d 205

William B. SEABAUGH and Dorothy B. Seabaugh, Appellants, v. Billy J. KEELE and Sara J. Keele, Respondents.

No. 54839.

Missouri Court of Appeals,

Eastern District,

Southern Division.

June 13, 1989.

Rehearing Denied Aug. 1, 1989.

Albert C. Lowes, Cape Girardeau, for appellants.

John L. Oliver, Jr., Cape Girardeau, for respondents.

CARL R. GAERTNER, Judge.

Plaintiffs William and Dorothy Seabaugh instituted this action against defendants, Billy and Sara Keele, seeking specific performance of a contract for the purchase of real estate in Count I and damages allegedly sustained by plaintiffs as a result of defendants' breach of that contract in Count II. The case was tried without a jury and the trial court, with detailed findings of fact and conclusions of law, held plaintiffs were entitled to retain the earnest money deposit as liquidated damages but denied plaintiffs' prayer for an order of specific performance. Plaintiffs appeal. We affirm.

On August 22, 1986, plaintiffs and defendants entered into a contract for the sale of real estate in Jackson, Missouri. The contract set the price at $200,000 for all four parcels owned by plaintiffs or at $90,000 for three of the parcels. The parties included an alternative price because the fourth parcel was subject to a lease with the lessee having a right of first refusal. The parties agreed to close on November 30, 1986.

The parties negotiated the terms of the contract including the amount of liquidated damages to be paid if defendants failed to perform. Plaintiffs had their own attorney review the contract before they signed it. Paragraph 9 of the contract provides:

9. In the event that the seller performs seller's part of this contract or tenders performance thereof, and the buyer fails to perform buyer's part, then the sum of Five Thousand Dollars ($5,000) paid herewith shall be retained by the seller as liquidated damages, it being agreed that actual damages are difficult, if not impossible to ascertain.

The contract contained no provision for financing. Mr. Seabaugh admitted at trial he agreed to provide defendants 30-days notice whether the lessee exercised a right of first refusal so they would know whether to obtain financing for three or four parcels. The formal procedures for a bank loan required 30 days. Defendants did not receive written notice of the lessee's release of the right of first refusal until November 28, two days before the scheduled closing. The parties did not agree on a new closing date. Mr. Seabaugh told Mr. Keele at least on two occasions that if the deal did not close before the end of the year it was all over and he would keep the property and the $5,000. On December 31, 1986, the transaction still did not close. Mr. Seabaugh admitted he considered the deal to be over and he would retain the liquidated damages. Thereafter plaintiffs offered the property for sale to others.

The trial court found that plaintiffs tendered performance as of December 31, 1986 and that defendants failed to perform. Accordingly the trial court ruled plaintiffs were entitled to retain the sum of $5,000 as liquidated damages but were not entitled to either specific performance or to additional damages. As reasons for this decision the court concluded the provision for liquidated damages excluded other remedies, that plaintiffs had not suffered irreparable harm and that, as a matter of discretion, specific performance was not warranted under the equitable considerations of the case.

Plaintiffs assert three points on appeal: 1) trial court error in finding the liquidated damage clause to be a sole and exclusive remedy which precludes specific performance, 2) error in finding the elements necessary for specific performance were not present and, 3) error in requiring plaintiffs to elect between Count I, seeking specific performance, and Count II, seeking "an equitable accounting for monetary losses arising out of the breach of contract".

In reviewing a court tried case our primary concern is the correctness of the trial court's result, not the route taken to reach it. Weber v. Knackstedt, 707 S.W.2d 800, 804 (Mo.App.1986). Accordingly, we are obliged to affirm if we determine the court reached the correct result regardless of the reasons given by the trial court. Payne v. Payne, 728 S.W.2d 635, 638 (Mo.App.1987); In re Estate of McMorrow, 720 S.W.2d 400, 402 (Mo.App.1986).

Specific performance is a purely equitable remedy, governed by equitable principles, invoked where necessary that complete justice be done between the parties. Hoover v. Wright, 202 S.W.2d 83, 86 (Mo.1947). A claim of entitlement to a decree of specific performance is defeated by the existence of an adequate remedy at law. State ex rel. Dowd v. Turpin, 576 S.W.2d 754, 755 (Mo.App.1979). If an award of damages will put an injured person in a situation as beneficial to him as if the agreement were specifically enforced, he is not entitled to equitable relief. Id. Here, Mr. Seabaugh testified unequivocally that land which he still owns has appreciated in value because of adjacent highway improvements. In fact, shortly after the cessation of his dealings with defendants, he offered to sell the land for $40,000 more than the Keele contract price. The evidence amply supports the trial court's finding...