Tew v. Manwaring
| Decision Date | 09 February 1971 |
| Docket Number | No. 10543,10543 |
| Citation | 480 P.2d 896,94 Idaho 50 |
| Parties | Rodney W. TEW and Noma C. Tew, husband and wife, Plaintiffs-Appellants, v. Elwood MANWARING, Defendant-Respondent. |
| Court | Idaho Supreme Court |
Rigby & Thatcher, Rexburg, for plaintiffs-appellants.
Furchner & Anderson, Blackfoot, for defendant-respondent.
This action arises out of an alleged breach by Elwood Manwaring, respondent, of a contract to purchase a house from Robert and Noma Tew, appellants. From a finding by the district court that no binding contract existed, Mr. and Mrs. Tew have appealed to this court.
On November 7, 1963, the Tews, Manwaring, and Mr. and Mrs. Elwin Loveland entered into a written real estate exchange contract drawn by Manwaring, as the real estate broker, under which the Lovelands would purchase the Tews' home and sell to the Tews their home, and Manwaring would then purchase the Loveland home from the Tews for cash. In the contract it was agreed that the value of the Tew home was $17,800, and the value of the Loveland home was $15,000. Since there was a mortgage of $11,000 against the Loveland home and no mortgage against the Tew home, the Lovelands agreed to take out a loan and pay appellants $13,800 in cash plus the deed to the mortgaged Loveland home in exchange for the Tew home. The exchange of deeds was subsequently accomplished with the Lovelands taking out a 'Conventional Loan' on the Tew property and paying Tews $13,800 in cash. Tews then became the owners of the Loveland home on Clifford Street. Although Mrs. Tew's signature on the contract was never acknowledged, her signature on the deed conveying the Tew property to the Lovelands was acknowledged.
In the contract, following the signatures of the Lovelands, the Tews and Manwaring, the following language appears typed upon the printed form in a portion of the form designed to provide for the broker's commission:
'Broker agrees to purchase home on Clifford St. (Loveland home) for $14,000 net from Rodney Tew after loan is made at no expense to Rodney Tew.'
Following the above set out clause were the signatures of the Lovelands and the Tews.
The aforementioned clause is the basis of this action. The parties agree that the 'home on Clifford St.' refers to the home previously owned by the Lovelands, but they disagree upon the meaning of the words 'after loan is made.' Tews claim that the loan referred to was the 'Conventional Loan' mentioned earlier in the contract which Lovelands agreed to secure to purchase the Tew property from the Tews. Manwaring contends that the loan referred to was a loan on the Loveland home to be secured by himself or a buyer he located, and that his contract to purchase was conditional upon the securing of such a loan.
After the signing of the contract between the Tews and the Lovelands, but before the execution and exchange of deeds to the respective properties, Mr. Manwaring requested appellants to obtain a loan on the Loveland property. Mr. Tew applied for a loan on the property which he described in his application as a non-occupant owner loan, with the hope that he could obtain a loan of $14,000 on the property which would give him $3000 in cash (there being an $11,000 mortgage on the premises), and Manwaring then could assume the obligation of paying back the loan. When Tew found that the maximum loan he could obtain without living in the house was $12,000, he abandoned the non-occupant loan idea. Subsequently, the Tews initiated an action in the district court against Manwaring for an alleged breach of contract to purchase the Loveland property seeking damages in the amount of $3000. The court held that the terms of the contract between the parties had never been agreed upon, and since there was no meeting of the minds of the parties, no contract existed between them. From that decision, this appeal has been perfected.
Since 1964, when Lovelands deeded their property to the Tews, Manwaring has repaired and leased the property and made mortgage payments. The trial court found that he was acting as a trustee for Tews in performing such actions.
The errors assigned may be reduced to two main contentions: first, that a binding contractual agreement was entered into by the parties, the second, that Manwaring was estopped to deny the validity of the contract prepared by him.
This court agrees with the appellants' first contention that the trial court erred in finding that there was no agreement between the parties sufficient to establish a contract and thus no binding contractual agreement existed between them. A single contract existed between the Tews and Mr. Manwaring which provided that when the Tews exchanged their home for the Loveland's Mr. Manwaring would buy the Clifford Street home from the Tews, providing them with $3000 cash. The record reveals that both parties, appellants and respondent, acted as if there was a contract and indeed both respondent's and appellants' testimony at trial indicates that respondent reaffirmed the contract several times after it was actually signed. Evidence of the terms of the agreement and the actions of the parties themselves adequately describe the agreement that existed between the parties.
It is true that some of the terms of the contract, such as which loan was referred to in the clause typed in by the broker where he agreed to buy the Clifford Street property, are oral and this appended clause has not been subscribed by Elwood Manwaring, the party sought to be charged. Clearly the contract as finally prepared does not satisfy the statute of frauds as relating to real estate sales, I.C. §§ 9-503, 9-505(5). However, the action of the Tews in conveying their home to the Lovelands constituted a performance of their part of the contract with Mr. Manwaring. Where there has been full or partial performance of a contract normally within the statute of frauds, such a contract is nonetheless valid where the remedy sought is specific performance. I.C. § 9-504; Quayle v. Mackert, 92 Idaho 563, 447 P.2d 679 (1968); McMahon v. Auger, 83 Idaho 27, 357 P.2d 374 (1960); Anselmo v. Beardmore, 70 Idaho 382, 219 P.2d 946 (1950).
Although an agreement existed pursuant to which the appellants have fully performed all that was required of them, to avoid the mandate of the statute of frauds in this case the Tews must, by the terms of I.C. § 9-504 and the above cited authority, seek specific performance. In their brief to this court, appellants conclude their argument by alleging that they are entitled to judgment against Mr. Manwaring in the amount of $3000. The second amended complaint also recites a demand for judgment for $3000 but also tenders the deed to the Clifford Street property to the court. Nowhere is there literally a prayer for specific performance. However, this is not fatal to the appellants' case. I.R.C.P. 8(f) states that all pleadings shall be so construed as to do substantial justice. Mindful of this standard of liberal construction of the pleadings, we must conclude that a demand for damages in the amount of the contract purchase price coupled with a tender of the deed to the court is substantially equivalent to a plea for specific performance. The statute of frauds imposes no obstacle to the enforcement of this contract.
Due to lack of agreement on some of the essential terms of the contract, the district court concluded that no binding contract had been formed. Primary among the terms about which there is disagreement is the meaning of the term '* * * after loan is made at no expense to Rodney Tew.' Respondent contends that this refers to a loan which he would attempt to get on the property. Appellants, however, believe that the clause refers to the loan which the Lovelands obtained to accomplish the purchase of the Tews' house. The district court found that the evidence supported either view, which finding formed the basis for the fatal ambiguity. Since the court below found that evidence supported either understanding of which loan was intended, this court is free to substitute its interpretation to the exclusion of the other, thus the well known rule that a finding based upon conflicting evidence will not be...
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