James W. Cherberg & Nan Chot Cherberg, Resp v. Hal E. Griffith & Joan I. Griffith, App
75276-6
| Wash. Ct. App. | Nov 20, 2017Background
- The Griffiths bought a Mercer Island waterfront parcel in 2012 that carried two exclusive-use easements securing use of an existing dock and a promontory; the listing said "no dock property."
- The Cherbergs contracted to buy the adjacent parcel; the signed purchase-and-sale agreement included an addendum stating the sellers would "sign a Joint Use Agreement … which will allow the Buyer to place the proposed dock within the 35 foot setback."
- The only dock drawing given to the Griffiths at signing was a small sketch from the Cherbergs' contractor; the Cherbergs later sought and obtained a Corps permit for a larger dock located closer to the Griffiths' dock.
- The parties continued to exchange communications after closing about final dock size and exact location; the Cherbergs acknowledged they would seek Griffiths' agreement on location before proceeding with detailed plans.
- The Griffiths refused to sign the joint use agreement after the Corps permit was issued; the Cherbergs sued for specific performance to compel execution of the joint use agreement.
- The trial court granted summary judgment and specific performance for the Cherbergs; the Court of Appeals reversed and remanded, finding material factual disputes about contract meaning.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the P&S addendum unambiguously required Griffiths to sign a joint-use agreement allowing the Cherbergs’ proposed dock | Addendum unambiguously obligated Griffiths to sign the joint-use agreement to permit the buyer’s dock within the 35-foot setback | Addendum is ambiguous because it references "the proposed dock" without a definitive design; parties expected further agreement on size/location | Ambiguity exists; summary judgment improper because extrinsic evidence supports at least two reasonable interpretations |
| Whether extrinsic evidence may be considered to interpret the addendum | Extrinsic evidence supports enforcement as written | Extrinsic evidence (pre-contract statements, post-contract communications, course of dealing) shows parties intended further negotiation on location | Court may consider extrinsic evidence; here it supports Griffiths’ position that agreement on final dock location was contemplated |
| Whether specific performance is appropriate on summary judgment | Specific performance warranted because contract terms were clear | Specific performance requires "clear and unequivocal" terms; disputed facts remain | Summary judgment awarding specific performance reversed and case remanded for trial due to factual disputes and heightened equitable standard |
| Whether alleged misrepresentations to the Army Corps (bad faith) preclude equitable relief | N/A at summary judgment stage | Griffiths argue Cherbergs misled Corps so equity should bar specific performance | Court declines to resolve on summary judgment and leaves issue for trial |
Key Cases Cited
- Hearst Commc'ns, Inc. v. Seattle Times Co., 154 Wn.2d 493 (explains objective manifestation theory and use of extrinsic evidence)
- Kruse v. Hemp, 121 Wn.2d 715 (specific performance requires clear and unequivocal evidence)
- Kofmehl v. Baseline Lake, LLC, 177 Wn.2d 584 (heightened evidentiary standard applies on summary judgment when specific performance sought)
- Tanner Elec. v. Puget Sound Power & Light Co., 128 Wn.2d 656 (contract interpretation is question of law unless extrinsic evidence yields multiple reasonable inferences)
- Berg v. Hudesman, 115 Wn.2d 657 (context rule permitting extrinsic evidence to determine intent)
- Renfro v. Kaur, 156 Wn. App. 655 (summary judgment inappropriate if contract and extrinsic evidence support competing meanings)
- Spectrum Glass Co. v. Pub. Util. Dist. No. 1 of Snohomish County, 129 Wn. App. 303 (lists types of extrinsic evidence relevant to contract interpretation)