ATC Co. v. Myatt
2013 Mo. App. LEXIS 12
Mo. Ct. App.2013Background
- Purchaser and Seller entered into a July 18, 2003 Sale Contract for four tracts with two closings; tracts 1–2 at first closing (Mar. 15, 2004) and tracts 3–4 at a second closing years later.
- Earnest money of $40,000 was deposited and to be held by the title company until the second closing, with contingencies allowing Purchaser to avoid closing and recover funds if the contingencies were not satisfied.
- Extension Agreement extended the first closing to April 15, 2004, with Purchaser paying Seller a $15,000 nonrefundable earnest deposit and language stating the Contract was no longer contingent and, if the property did not close, Sellers would be entitled to the $40,000.
- The first closing for tracts 1–2 occurred without dispute; in 2008, Purchaser prepared a feasibility study for tracts 3–4, declined the second closing, and sought return of the earnest money under the original contract terms.
- ATC filed an interpleader; the trial court awarded the earnest money to Seller; the appellate court reversed and remanded to determine whether the Extension Agreement modified the contract ambiguously, requiring extrinsic evidence.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Extension Agreement modified contingencies for the second closing. | Purchaser argues the Extension Agreement waived contingencies only for the first closing, not the second. | Seller contends the Extension Agreement eliminated all contingencies for the Sale Contract and applied to both closings. | Ambiguity found; remanded for extrinsic evidence to determine parties’ intent. |
Key Cases Cited
- Murphy v. Carron, 536 S.W.2d 30 (Mo. banc 1976) (standard for appellate review of trial court rulings in contract cases (sufficiency of evidence))
- Renco Group, Inc. v. Certain Underwriters at Lloyd's, 362 S.W.3d 472 (Mo.App. E.D.2012) (contract interpretation—intent controls when unambiguous; extrinsic evidence for ambiguity)
- Klonoski v. Cardiovascular Consultants of Cape Girardeau, Inc., 171 S.W.3d 70 (Mo.App. E.D.2005) (ambiguity determined by context and ordinary meaning; de novo review for ambiguity)
- Teets v. American Family Mutual Ins. Co., 272 S.W.3d 455 (Mo.App. E.D.2008) (extrinsic evidence necessary to resolve ambiguity; fact question for finder)
- Burrus v. HBE Corp., 211 S.W.3d 613 (Mo.App. E.D.2006) (contractual interpretation—look outside contract when not adhesion)