Wachovia Bank & Trust Co. v. Medford, 385

• Decision Date: 21 November 1962
• Docket Number: No. 385,385
• Citation: 258 N.C. 146,128 S.E.2d 141
• Court: North Carolina Supreme Court
• Parties: WACHOVIA BANK & TRUST COMPANY and Mrs. Ruby M. Wilson, Co-Executors of the Estate of Burke E. Wilson v. Savannah Jones MEDFORD.

Page 141

128 S.E.2d 141

258 N.C. 146

WACHOVIA BANK & TRUST COMPANY and Mrs. Ruby M. Wilson Co-Executors of the Estate of Burke E. Wilson v. Savannah Jones MEDFORD.

No. 385

Supreme Court of North Carolina.

Nov. 21, 1962

Hudson, Ferrell, Petree, Stockton, Stockton & Robinson, by Norwood Robinson, R. M. Stockton, Jr., Winston-Salem, for plaintiffs, appellants.

Blackwell, Blackwell, Canady & Eller, by T. Winfield Blackwell, Jack F. Canady, Winston-Salem, for defendant, appellee.

HIGGINS, Justice.

The plaintiffs make these contentions: (1) The limitation of 30 days was not controlling. (2) Mr. Wilson was entitled to reasonable time thereafter for title examination. (3) The tender of the purchase price and the demand for a deed on September 2, 1960, were within a reasonable time. (4) The defendant was estopped to plead failure to give notice and make tender by participating in an effort to clear up the title.

The defendant, on the other hand, contends: (1) The option specifically provided that a demand must be made within 30 days from June 10, 1960. (2) Cash in full, $15,000.00, (less $100.00 paid for the option) must be paid at the end of 30 days from June 10, 1960. (3) Within the 30-day period Mr. Wilson's counsel notified defendant he had found a defect in her title and was turning it down. (4) After the 30-day period had expired, plaintiffs' attorney requested a written extension or a new option. (5) Refusal of the request was sufficient notice to defeat any estoppel. (6) Mr. Wilson did not give notice of an unqualified election to purchase until after the building had burned and the owner became entitled to $45,000.00 insurance. At that time defendant's liability under the option had terminated.

The plaintiffs' action is not for specific performance, but for damages of $30,100.00, the exact amount of the insurance less the $14,900.00 which would have been due on the option price. Apparently the parties to the option were not too inclined to stand on strict legal rights until the building burned and the owner became the beneficiary of the insurance. After the expiration of 30 days the parties were still at liberty to negotiate further. Of course, the plaintiffs were anxious to pick up $30,000.00 on a $100.00 investment. The defendant was just as anxious to prevent the pick-up. Hence the dispute.

The Court is called upon to interpret the legal rights of the parties under their option. The document was written by Mr. Baldwin, representing Mr. Wilson, 'at Mr. Wilson's direction.' The defendant, without counsel, signed the option in Mr. Wilson's office. 'Any ambiguity * * * is to be inclined against the party who prepared the contract.' Jones v. Palace Realty Co., 226 N.C. 303, 37 S.E.2d 906. Mr. Wilson's option required him to make demand 'within 30 days from the date hereof, upon the terms and conditions hereinafter set out, * * * Cash in full at the end of 30 days, * * *. In the event of the exercise of this option * * * the said Burke E. Wilson may have reasonable additional time for title examination.' How was Mr. Wilson to exercise the right to purchase under the option? According to its plain and unambiguous terms, by the payment or tender of $14,900.00 and demand for a deed within 30 days from June 10, 1960. What is the modifying effect of the term 'may have reasonable additional time for title examination?' The meaning seems to be this: Mr. Wilson, within 30 days...