Southworth v. Oliver, L-6544
| Decision Date | 29 November 1978 |
| Docket Number | L-6544 |
| Citation | 284 Or. 361,587 P.2d 994 |
| Parties | J. W. SOUTHWORTH, Respondent, v. Joseph C. OLIVER and Arlene G. Oliver, Appellants. TC; SC 25607. |
| Court | Oregon Supreme Court |
Duane Vergeer, Portland, argued the cause for appellants. On the briefs were Thomas M. Mosgrove, John Day.
Roy Kilpatrick, Mount Vernon, argued the cause and filed a brief for respondent. James O. Goodwin, Oregon City, also argued the cause for respondent.
Before DENECKE, C. J., and HOLMAN, TONGUE, BRYSON and LENT, JJ.
This is a suit in equity for a declaratory judgment that defendants "are obligated to sell" to plaintiff 2,933 acres of ranch lands in Grant County. Defendants appeal from a decree of specific performance in favor of plaintiff. We affirm.
Defendants contend on this appeal that a certain "writing" mailed by them to plaintiff was not an offer to sell such lands; that if it was an offer there was no proper acceptance of that offer and that any such offer and acceptance did not constitute a binding contract, at least so as to be specifically enforceable. Defendants also filed a demurrer in this court upon the ground that it appears from the face of plaintiff's complaint that the alleged agreement to sell such lands was void as in violation of the statute of frauds.
The parties and the property.
Defendants are ranchers in Grant County and owned ranches in both the Bear Valley area and also in the John Day valley. In 1976 defendants came to the conclusion that they should "cut the operation down" and sell some of the Bear Valley property, as well as some of their Forest Service grazing permits. Defendant Joseph Oliver discussed this matter with his wife, defendant Arlene Oliver, and also with his son, and the three of them "jointly arrived" at a decision to sell a portion of the Bear Valley property. Joseph Oliver also conferred with his accountant and attorney and, as a result, it was decided that the sale "had to be on terms" rather than cash, for income tax reasons. Defendant Joseph Oliver then had "a discussion with Mr. Southworth (the plaintiff) about the possibility of * * * selling this Bear Valley property." Plaintiff Southworth was also a cattle rancher in Bear Valley. The land which defendants had decided to sell was adjacent to land owned by him and was property that he had always wanted.
The initial meeting between the parties on May 20, 1976.
According to plaintiff, defendant Joseph Oliver stopped by his ranch on May 20, 1976, and said that he (Oliver) was interested in "selling the ranch" and asked "would I be interested in buying it, and I said 'yes'." Mr. Southworth also testified that "he thought I would be interested in the land and that Clyde (Holliday, also a neighbor) would be interested in the permits" and that "I told him that I was very interested in the land * * *."
Plaintiff Southworth also testified that at that time defendant Oliver showed him a map, showing land that he "understood them to offer for sale;" that there was no discussion at that time of price or terms of sale, or whether the sale of the land was contingent on sale of any of the permits, but that the conversation terminated with the understanding:
According to plaintiff Southworth, defendant Oliver said that when he determined the value of the property he would send that information to Southworth so as to give him "notice" of "what he wanted for the land," but did not say that he was also going to give that same information to Mr. Holliday, although he did say that "he planned to talk to Clyde (Holliday) about permits," with the result that plaintiff knew that Oliver "might very well be * * * talking to Clyde about the same thing he talked to you (plaintiff) about" and "give that information to Clyde Holliday as well as yourself."
According to defendant Joseph Oliver, the substance of that initial conversation with plaintiff was as follows:
" * * * I told him we were going to condense our ranch down and sell some property and that we were in the process of trying to get some figures from the Assessor on it to determine what we wanted to sell and what we might want to do. Whenever we got this information together we were going to send it to him and some of my neighbors and give them first chance at it. * * * "
Mr. Oliver also testified that plaintiff said that "he was interested"; that he had a map with him; that he mentioned to plaintiff that he "was going to sell some permits," but that there was no discussion "about the permits going with the land at that time" and that he (Oliver) "talked along the lines that Clyde (Holliday) would probably be interested in those permits." On cross-examination Mr. Oliver also answered in the affirmative a question to the effect that the property which he and Mr. Southworth "delineated on the map" during that conversation "was the property" that he "finally decided to sell and made the general offering to the four neighbors."
Plaintiff also testified that on May 26, 1976, he called Clyde Holliday to ask if he was interested in buying the land and Mr. Holliday said "no," that he was interested only in the permits, but would be interested in trading some other land for some of the land plaintiff was buying from defendants.
The telephone call of June 13, 1976.
Plaintiff testified that on June 13, 1976, he called defendant Oliver by telephone to "ask him if his plans for selling * * * continued to be in force, and he said 'yes'," that "he was progressing and there had been some delay in acquiring information from the Assessor, but they expected soon to have the information needed to establish the value on the land." Defendant Oliver's testimony was to the same effect, but he also recalled that at that time Mr. Southworth "said everything was in order and that I didn't have to worry, he had the money available and that everything was ready to go."
The letters of June 17, June 21, and June 24, 1976.
Several days later plaintiff received from defendants a letter dated June 17, 1976, as follows:
There were two enclosures with that letter. The first was as follows:
near Seneca, Oregon at the assessed market value of:
The second enclosure related to "selling approximately 6365 acres" in Grant County near John Day another ranch owned by the Oliver family.
Defendant Joseph Oliver testified that this letter and enclosures were "drafted" by his wife, defendant Arlene Oliver; that he then read and signed it; that he sent it not only to plaintiff, but also to Clyde Holliday and two other neighbors; that it was sent because "I told them I would send them all this information and we would go from there," that it was not made as an offer," and that it was his intention that the "property" and "permits" be transferred "together."
Upon receiving that letter and enclosures, plaintiff immediately responded by letter addressed to both defendants, dated June 21, 1976, as follows:
"Re the land in Bear Valley near Seneca, Oregon that you have offered to sell; I accept your offer."
Plaintiff testified that on June 23, 1976, Clyde Holliday called and said he needed to acquire a portion of the land "that I had agreed to buy from Joe (Oliver), and I said I have bought the land," and that we would "work out an exchange in accord with what we have previously mentioned," but that "(h)e said he needed more land."
Defendant Joseph Oliver testified that after receiving plaintiff's letter dated June 21, 1976, Clyde Holliday told him that "they (Holliday and plaintiff) were having a little difficulty getting this thing worked out," apparently referring to the "exchange" previously discussed between plaintiff and Holliday, and that he (Oliver) then told plaintiff that:
Finally, on June 24, 1976, defendants mailed the following letter to plaintiff:
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CHAPTER 4 Application of Contract Law Principles To The Purchase and Sale Agreement
...acceptance of seller's complete offer. This approach worked for a ranch buyer in Oregon. [Page 4-9] A ranch owner in Southworth v. Oliver, 284 Or. 361, 587 P.2d 994 (1978) found himself bound to a contract to sell his ranch by virtue of an exchange of communications. The last of these commu......