Shuptrine v. Quinn

• Decision Date: 27 August 1979
• Parties: Hubert O. SHUPTRINE and Phyllis W. Shuptrine, Petitioners, v. James G. QUINN and Patricia F. Quinn, Respondents.
• Court: Tennessee Supreme Court

Page 728

597 S.W.2d 728

Hubert O. SHUPTRINE and Phyllis W. Shuptrine, Petitioners, v. James G. QUINN and Patricia F. Quinn, Respondents.

Supreme Court of Tennessee.

Aug. 27, 1979.

Rehearing Denied Sept. 17, 1979.

Harry Berke, Berke, Berke, Berke, Chattanooga, for petitioners.

John T. Henniss, Grant & Clements, P. A., Chattanooga, for respondents.

OPINION

COOPER, Justice.

Hubert O. Shuptrine and wife, Phyllis Shuptrine, brought an action against James M. Quinn and wife, Patricia Quinn, to specifically enforce a contract for the sale of realty. In defense, the Quinns took the position the writing that was the subject of the action was not a completed contract and did not express the intent of the parties. The Quinns also alleged that if there was a contract, (1) the Shuptrines were either estopped or had waived their right to enforce the contract, (2) that specific performance of the contract would be harsh and inequitable, and (3) that the Shuptrines should be limited to a judgment for damages.

On trial, the chancellor found the material issues in favor of the Shuptrines and ordered the Quinns to specifically perform the contract.

The Court of Appeals concluded there was no showing the Shuptrines could not be made whole by an award of damages, reversed the decree of the chancellor, and remanded the cause for a determination of damages sustained by the Shuptrines as the result of the breach of contract by the Quinns.

We granted certiorari to review the action of the Court of Appeals. Respondents also filed assignments of error as they are permitted to do under Rule 13 of this court. Specifically, respondents insist "the Court of Appeals erred in affirming the chancery court's decision that (the Shuptrines) were estopped or had not waived the right to assert the writing as a contract representing the full intent of the parties and in affirming the chancery court's decision that there was a valid contract existing between the parties." Respondents also insist that "the Court of Appeals erred in not finding the Chancery Court had abused its discretion in awarding (the Shuptrines) specific performance because of the harsh and inequitable result with respect to the (Quinns)."

The writing that is the subject of this action was the culmination of extensive negotiations between the Shuptrines and the Quinns and was jointly written by them. It is as follows:

We, Patsy and Jim Quinn, agree to buy the Shuptrine house on Cumberland Road, Elder Mountain for $311,500. A 10% down payment will be given to the Shuptrines by January 30. Closing will be by Sept. 1, 1977, or no earlier than June 1, 1977. House will be vacated within 30 days of closing. All liens including the pool will be the responsibility of Hubert Shuptrine. The down payment is not refundable. Taxes will be pro-rated as of closing date. All landscaping, further improvements, and/or modification shall be the responsibilities of the future owners as of January 30, 1977.

We are buying the house in the condition as of 1/6/77. At closing the house will be in the same condition. There are no defects in the house or appliances as of this date.

The first paragraph of the instrument is in the handwriting of Mr. Quinn, while the second paragraph was written by Mr. Shuptrine. All parties signed the instrument on January 6, 1977. Subsequently, the parties met with counsel. At that meeting the Shuptrines orally agreed to let the Quinns assume a $100,000.00 indebtedness on the home for a one-year period, at which time the debt would be paid by the Quinns. A contract was drawn up by counsel for the Shuptrines which contained all the provisions of the above written agreement plus the provision for the assumption of the $100,000.00 indebtedness. The latter contract was never signed.

Thereafter, the Quinns placed their residence on the market, with an asking price of $250,000.00. The residence had a cost-basis of approximately $135,000.00. Within a few days, the Quinns received and rejected an offer of $169,000.00 for the property.

The down payment due on January 30, 1977, under the contract was not paid by the Quinns. When the Shuptrines insisted on payment, the Quinns refused to complete the purchase of the house. In justification, the Quinns insisted their agreement to buy the house was contingent upon their obtaining financing.

The Shuptrines brought this action for specific performance. The Quinns immediately withdrew their house from the market and took no further steps toward completing the purchase of the Shuptrine house.

Specific performance of a contract to sell realty may be asserted by the seller of realty as against the buyer as well as by the buyer against the seller. McClure, Ex'r v. Harris et al., 54 Tenn. 379 (1872); Rogers v. Roop, 19 Tenn.App. 579, 92 S.W.2d 423 (1935). The remedy is not available to either party as a matter of right, but rests in the sound discretion of the chancellor under the facts appearing in the particular case. Moss Tie Co. v. Hill, 191 Tenn. 582, 235 S.W.2d 587 (1951). Where specific performance for the sale of realty is decreed, "the contract must be clear, definite, complete and free from any suspicion of fraud or unfairness." Johnson v. Browder, 185 Tenn. 601, 207 S.W.2d 1, 3 (1947).

If a contract has all the essentials of validity, and is certain in its terms, is based on an adequate and valuable consideration, is fair and just in all its provisions, is free from any fraud, misrepresentation, illegality, or mistake, is capable of being enforced without hardship to either party, and if compensation in damages for its breach would be inadequate, a bill will be maintained for its specific performance. Gibson's Suits in Chancery, 5th Ed., p. 237, Vol. 2.

In this case there was no claim of...