JAS Apartments, Inc. v. Naji
354 S.W.3d 175
Mo.2011Background
- JAS Apartments, Inc. sued Naji for breach of contract in a Missouri real estate sale case arising from a 2003 deal.
- The preliminary title commitment stated that the seller’s spouse must join in the transfer, creating potential enforceability issues for marketable title.
- Naji knew his wife would not sign; title commitment item 15 referred to spousal joining and was not timely objected to by JAS during the 10-day review.
- The circuit court found no breach and that title could not be cured; the court terminated the contract, denying relief to both sides.
- On appellate review, the court of appeals remanded to resolve whether item 15 was a requirement or an exception and whether Naji breached.
- On remand, testimony established item 15 as a requirement, and the circuit court held Naji’s anticipatory repudiation and breach, awarding fees; this court reverses again and remands.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Was item 15 a requirement or an exception? | Naji's wife’s joinder was a requirement for title insurance. | Item 15 was an exception to coverage, not a requirement. | Item 15 is a requirement; breach by Naji. |
| Did Naji anticipatorily breach the contract by failing to obtain Wife’s participation? | JAS could seek performance despite Wife’s refusal; anticipatory breach existed. | If item 15 was an exception, no anticipatory breach; JAS waived objection by not timely objecting. | Naji anticipatorily breached; JAS may pursue remedy. |
| What remedy is appropriate for Naji’s breach on remand? | Specific performance or damages should be available; damages may be appropriate if specific performance not viable. | Remand should determine whether specific performance remains viable or damages are proper. | Remand for circuit court to determine the appropriate remedy and fees; reconsider viability of specific performance. |
Key Cases Cited
- Murphy v. Carron, 536 S.W.2d 30 (Mo. banc 1976) (standard for reviewing circuit court judgments)
- Bobst v. Sons, 252 S.W.2d 303 (Mo. 1952) (rules on damages when specific performance is unavailable)
- Wilkinson v. Vaughn, 419 S.W.2d 1 (Mo. 1967) (specific performance and fraud considerations in marital rights context)
- Psaromatis v. English Holdings I, L.L.C., 944 A.2d 472 (D.C.2008) (distinguishes between title requirements and exceptions in title commitments)
- Reinheimer v. Rhedans, 327 S.W.2d 823 (Mo.1959) (spousal rights and fraud considerations in conveyances)