Ujdur v. Thompson
| Decision Date | 06 April 1994 |
| Docket Number | No. 20081,20081 |
| Citation | 878 P.2d 180,126 Idaho 6 |
| Parties | Richard UJDUR, Plaintiff-Respondent, v. Wesley THOMPSON, Defendant-Appellant. |
| Court | Idaho Court of Appeals |
Simpson, Gauchay & Gardner, Idaho Falls, for defendant-appellant. Steven A. Gardner, argued.
Hopkins, French, Crockett, Springer & Hoopes, Idaho Falls, for plaintiff-respondent. David H. Shipman, argued.
This appeal involves the performance of a written agreement entered to settle disputed rights between joint purchasers of real property. The agreement essentially provided for one purchaser to buy out the interest of the other within a specific period of time. The question presented for our review is whether the timely tender of an insufficient payment amount, followed by an untimely tender of the full payment amount, constituted substantial performance under the agreement. Because we conclude that it did not, we affirm the decision of the district court.
The following facts, which are supported by the record, are not disputed. On August 1, 1989, Richard Ujdur and Wesley Thompson entered into a sales contract to jointly purchase approximately 110 acres of land in Lemhi County, Idaho, from a bank. 1 Thompson and Ujdur agreed to purchase the land as tenants in common, in equal undivided shares, with Ujdur advancing a $17,000 down payment to the bank. The balance of the contract price was to be paid in five annual payments of $10,054.59. A dispute arose between Ujdur and Thompson over the latter's failure to make equal payments on the contract. In October, 1990, Ujdur filed an action for breach of contract, alleging that Thompson had failed to pay any portion of the annual contract payments to the bank. Ujdur also sought to enforce an alleged oral promise by Thompson to assign Ujdur his contract rights.
On the eve of trial, scheduled for April 9, 1992, the parties reached a settlement. Their written settlement agreement, filed with the district court, stated the following:
1. The defendant [Thompson] shall have through and including the cutoff date to pay $37,681.20, 2 plus interest, as defined below, to plaintiff [Ujdur]....
Such interest through and including April 9, 1992, is $5,719.79 with $9.29 accruing per day beginning April 10, 1992....
. . . . .
3. At the time of such payment plaintiff [Ujdur] shall deliver to defendant [Thompson] the following documents:
a. [Ujdur's Quitclaim Deed to the property].
b. Any such other documents necessary to transfer [Ujdur's] interest in said property to [Thompson].
4. If [Thompson] does not pay said amount by or on the cutoff date, [Thompson] shall deliver to [Ujdur] his quitclaim deed to the property stated above.... [Thompson] shall have previously signed such quitclaim deed to be held at the Court's discretion. [Ujdur] shall, at such time, in exchange for such quitclaim deed, present [Thompson] a document wherein [Ujdur] assumes [Thompson's] rights and duties under the August 1, 1989 Sales Contract and [Thompson] assigns his rights and duties, including any income generated from the property, under said contract, to [Ujdur]. [Ujdur] shall also, in such document, indemnify [Thompson] against the obligations under and in the said contract....
The parties' settlement agreement expressly defined the "cutoff date" to be July 8, 1992. It further provided that on July 9, 1992, Ujdur would sign a motion to dismiss the lawsuit with prejudice.
On July 8, 1992, counsel for Thompson delivered a letter to Udjur's attorney stating that he held "sufficient funds to pay out Mr. Ujdur pursuant to the settlement negotiation agreement" in the amount of $38,517.30 which, he explained, was calculated to include accumulated interest due. However, this sum was evidently calculated in error and was $5,719.79 short of the amount actually required by the agreement. Ujdur did not accept the tender. Although the parties' attorneys acknowledged and discussed the deficiency of the offered payment later that day, Thompson neither tendered, nor promised to tender, payment in the correct amount.
The next day, July 9, Thompson tendered the correct amount and asked for a quitclaim deed from Ujdur. Ujdur again refused to accept the payment, this time on the ground of untimeliness. Ujdur demanded that Thompson deliver a quitclaim deed for the property. When Thompson refused to deliver the deed, the parties brought the matter before the district court.
At the hearing before the district court, Thompson argued that his actions taken on July 8 and July 9 constituted substantial performance under paragraph 1 of the settlement agreement, and that Ujdur was thus obligated to accept the July 9 payment and deliver a quitclaim deed as provided for in paragraph 3 of the agreement. Unpersuaded by Thompson's argument, the district court found that the parties had bargained for a strict construction of the timeliness requirement. The court further found that Ujdur had not accepted Thompson's deficient payment tendered on July 8, and that Thompson's late tender of payment, although made in good faith, did not constitute substantial performance. The court accordingly entered an order requiring Thompson to deliver his quitclaim deed to Ujdur, as provided for in the agreement. Thompson appeals from that order.
The sole issue raised by Thompson on appeal is whether the district court erred in failing to hold that Thompson's actions taken on July 8 and 9 constituted substantial performance under the agreement.
It is well settled that where no time for performance is established in the agreement, the law implies that performance must occur within a reasonable time. Irvine v. Perry, 78 Idaho 132, 299 P.2d 97 (1956); McFarland v. Joint School Dist. No. 365 in Elmore and Owyhee Counties, 108 Idaho 519, 700 P.2d 141 (Ct.App.1985). However, a different rule applies to the parties' contract where time is deemed, expressly or implicitly, to be "of the essence." Thus, where the parties make time of the essence in setting a deadline for payment, strict compliance with such deadline is required. Butler v. Cortner, 42 Idaho 302, 246 P. 314 (1926).
In this case, the parties expressly agreed to a "cutoff date" of July 8, 1992. Their agreement provided that Thompson would have "through and including the cutoff date" to pay Ujdur a specified amount, and that "If [Thompson] does not pay said amount by or on the cutoff date, [Thompson] shall deliver to [Ujdur] his quitclaim deed." We conclude, as did the district court, that by this language the parties manifested their intent to make time of the essence of their agreement. Accord Butler, 42 Idaho at 309, 246 P. at 315; see also Southern v. Southern, 92 Idaho 180, 438 P.2d 925 (1968) (). Consequently, Thompson's tender of payment made after the July 8 cutoff date may not be considered in determining whether there was substantial performance. See Schneider v. Dumbarton Developers, Inc., 767 F.2d 1007 (D.C.Cir.1985).
Thompson argues that his tender on July 8 of nearly ninety-percent of the required payment constituted substantial performance under the agreement, and that Ujdur was therefore required to accept the payment and deliver the quitclaim deed. We disagree.
"Substantial performance" is performance which,...
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