333 S.W.3d 480
Mo. Ct. App.2010Background
- 1209 Washington owned condominium units in the Bogen Building in St. Louis; Channawood entered July 5, 2007 into a Commercial Condominium Purchase and Sale Agreement to buy the property for $1,252,900 with a contemplated leaseback to JDG (owner of 1209 Washington).
- Paragraph 17 of the Agreement provided a condition precedent: if the balance of terms for the lease were not negotiated by July 10, 2007, the Agreement became null and void unless extended in writing.
- The parties continued to discuss amendments and draft lease terms after the deadline, including a November 2007 proposed amendment and a January 2008 reaffirmation by Channawood of good-faith efforts toward closing.
- On July 10, 2007, the deadline passed without agreement to the balance of terms; 1209 Washington asserted the Agreement had terminated under Paragraph 17.
- November 2007 to January 2009 saw further renegotiation attempts, but no executed amendment or revived contract occurred; 1209 Washington later stated the Contract expired.
- The trial court granted summary judgment in October 2009 that the Agreement was null and void; judgment disposing Count V followed after the parties agreed to dismiss Count V with prejudice; this appeal followed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Waiver of the lease condition voids automatic termination? | Channawood argues waiver by conduct prevented termination. | 1209 Washington contends no clear, unequivocal waiver occurred. | No waiver found; contract automatically voided by its terms. |
| Estoppel to revive contract after expiration? | Channawood claims estoppel due to 1209 Washington's conduct. | 1209 Washington did not mislead; contract expired July 10, 2007. | Estoppel not established; contract remained void. |
Key Cases Cited
- Berger v. McBride & Son Builders, Inc., 447 S.W.2d 18 (Mo. App. 1969) (waiver and termination concepts in real estate contracts)
- Crabby's, Inc. v. Hamilton, 244 S.W.3d 209 (Mo. App. S.D. 2008) (post-termination amendments can recreate or waive conditions)
- Spencer Reed Group, Inc. v. Pickett, 163 S.W.3d 570 (Mo. App. W.D. 2005) (clear, unequivocal conduct required to prove waiver)
- Howard v. Youngman, 81 S.W.3d 101 (Mo. App. E.D. 2002) (deadline/financing contingencies; waivers require clear action)
- L&K Realty Co. v. R.W. Farmer Constr. Co., 633 S.W.2d 274 (Mo. App. 1982) (timing and effect of contingencies in real estate contracts)
- Rhoads v. Rhoads, 119 S.W.2d 247 (Mo. App. 1938) (estoppel principles when rights are known to both parties)