Vaughn v. Rosencrance

• Decision Date: 19 July 1949
• Docket Number: 9051.
• Citation: 38 N.W.2d 822,73 S.D. 36
• Parties: VAUGHN et al. v. ROSENCRANCE et al.
• Court: South Dakota Supreme Court

38 N.W.2d 822

73 S.D. 36

VAUGHN et al. v. ROSENCRANCE et al.

No. 9051.

Supreme Court of South Dakota

July 19, 1949

William Williamson, Pierre, for appellants J. I Rosencrance, Henry DeVries and Isabel DeVries.

H P. Gilchrist, Kadoka, for plaintiffs and respondents.

M Q. Sharpe, Kennebec, for E. W. Reeves, defendant cross-claimant and respondent.

SICKEL Judge.

This is an action for the specific performance of a contract to sell land situated in Jackson County, South Dakota. J. I. Rosencrance is the owner of the land and resides in the State of Wyoming. All the other parties to this action reside in Jackson County, South Dakota. In the fall of 1946 Rosencrance and E. W. Reeves, defendant, had some correspondence in regard to the sale of the land, and on December 11, 1946 Reeves sent to Rosencrance his check for $800.00 which was accepted by Rosencrance as a down payment. Later Reeves sent Rosencrance a contract dated December 11 for the sale of the land to Reeves. The contract was signed by Rosencrance and returned to Reeves. On December 11, 1946 Reeves also entered into a contract for the sale of the land to Clark Vaughn, one of the plaintiffs. This contract does not mention Rosencrance but is signed by Reeves as the vendor and attached to this contract is an agreement signed by Vaughn accepting the terms thereof as purchaser. On April 16, 1947, Vaughn sold the land on contract to Harold R. Denkman, plaintiff, with some reservations, and on the same day Reeves prepared and sent to Rosencrance for execution a deed conveying the land to Denkman and wife. Rosencrance refused to execute this deed, and on April 30, 1947 conveyed the land to Henry DeVries and Isabel DeVries, his wife, as joint tenants. Plaintiffs, Vaughn and Denkman, then brought this action against Rosencrance, Reeves and DeVries for the specific performance of the contract by Reeves to Vaughn, on the theory that Reeves made that contract as the authorized agent of Rosencrance. The complaint also asked for the cancellation of the deed from Rosencrance to DeVries. Reeves, defendant, answered with a cross-claim against Rosencrance, defendant, for the specific performance of the contract whereby Rosencrance had agreed to convey the land to Reeves. The trial resulted in judgment for the specific performance of the contract of sale by Rosencrance to Reeves and the cancellation of the deed from Rosencrance to DeVries. The judgment also provided for the specific performance of the contract between Reeves and Vaughn and the contract between Vaughn and Denkman. Rosencrance, DeVries and DeVries' wife appealed.

This series of transactions commenced with a contract between Rosencrance and Reeves. That contract provides that Rosencrance 'sold and agreed to convey to said Reeves' the land described therein. Rosencrance has conceded in his answer, by his testimony and in his brief that he sold the land to Reeves by this contract.

The execution of the contract was preceded by written correspondence regarding the terms of sale, and appellants contend that this correspondence shows that Reeves never intended to purchase the land on his own account. These preliminary negotiations were consummated by the written agreement which 'supersedes all previous understandings, and the intent of the parties must be ascertained therefrom', except, of course, in cases involving fraud, mistake or ambiguity. 17 C.J.S., Contracts, § 322. Consider also the parol evidence rule. Janssen v. Tusha, 66 S.D. 604, 287 N.W. 591. This contract was never modified or supplemented by agreement of the parties.

Appellants contend that if Reeves ever intended to purchase the land on his own account he abandoned such intention by assuming without authority to act as the agent of Rosencrance in contracting to sell the land to Vaughn. That contract is the same printed form as the one used in the sale by Rosencrance to Reeves. Both forms contain a clause stating that the sale is made 'subject to the approval of the owner of said land'. It seems that this form was contrived for use either as a contract by the owner of the land or by an agent. When the sale is made by an agent for the owner the contract is an offer of purchase which becomes a binding contract only when...