30 Conn. App. 505 | Conn. App. Ct. | 1993
The plaintiff appeals from the trial court’s judgment rendered in favor of the named defendant in this interpleader action.
The following facts are necessary for a resolution of this appeal. The plaintiff and the defendant attempted to enter into an option agreement on June 21, 1988, regarding the sale by the plaintiff of three parcels of commercial land and a building to the defendant. The form of option agreement that they attempted to execute was prepared by the plaintiff without the benefit of legal counsel.
The option agreement provided that it could be exercised at any time during the life of the option by the purchaser’s giving written notice to the seller. The option further provided that upon the exercise of the option the parties would enter into a bond for deed, with a life of up to three months, and also provided that upon the execution of the bond for deed the purchaser “shall pay an additional deposit of two hundred fifty-five thousand dollars.”
The defendant asserts that the trial court improperly found that no contract existed because there was no meeting of the minds as to the quality of the title to be conveyed and that this finding was clearly erroneous. The defendant disputes the trial court’s finding that the first two sentences of paragraph seven, as to the quality of title to be delivered, are in conflict. We are not persuaded that the trial court’s findings are clearly erroneous.
The existence of a contract is a question of fact to be determined by the trier on the basis of all of the evidence. Harry Skolnick & Sons v. Heyman, 7 Conn. App. 175, 178, 508 A.2d 64 (1986). On appeal, our review is limited to a determination of whether the trier’s findings are clearly erroneous. Id. “This involves a two part function: where the legal conclusions of the court are challenged, we must determine whether they are legally and logically correct and whether they find support in the facts set out in the memorandum of decision; where the factual basis of the court’s decision is challenged we must determine whether the facts set out in the memorandum of decision are supported by the evidence or whether, in light of the evidence and the pleadings in the whole record, those facts are clearly erroneous. ...” (Citations omitted; internal quotation marks omitted.) Kimberly-Clark Corporation v. Dubno,
In order for an enforceable contract to exist, the court must find that the parties’ minds had truly met. Hoffman v. Fidelity & Casualty Co., 125 Conn. 440, 443-44, 6 A.2d 357 (1939); Zahornacky v. Edward Chevrolet, Inc., 37 Conn. Sup. 751, 753-54, 436 A.2d 47 (1981); see also Bridgeport Pipe Engineering Co. v. DeMatteo Construction Co., 159 Conn. 242, 249, 268 A.2d 391 (1970). “If there has been a misunderstanding between the parties, or a misapprehension by one or both so that their minds have never met, no contract has been entered into by them and the court will not make for them a contract which they themselves did not make.” Hoffman v. Fidelity & Casualty Co., supra. “ ‘[A]n agreement must be definite and certain as to its terms and requirements.’ ” Dunham v. Dunham, 204 Conn. 303, 313, 528 A.2d 1123 (1987).
Our review of the evidence and the pleadings in the whole record convinces us that the trial court’s factual findings as set out in the memorandum of decision are supported by the evidence and are not clearly erro
The plaintiffs reliance on cases discussing the interpretation of contracts is misplaced. The trial court properly found that no contract in fact existed. No interpretation of the document was necessary and the balance of the plaintiffs claims are thus moot.
The judgment is affirmed.
In this opinion the other judges concurred.
The plaintiff brought this action praying for a judgment of interpleader requiring the plaintiff and the named defendant to plead their claims to money in the hands of the other defendant, Dow and Condon, Inc. (stakeholder). The stakeholder, a real estate brokerage company that held Newington Group’s $45,000 deposit in escrow was impleaded as a party defendant to give the court authority over the fund. The stakeholder is not a party to this appeal. We will refer to Newington Group, Inc., as the defendant in this opinion.
The option agreement contained the following clause concerning the state of the title to be conveyed: “7. TITLE. The Premises shall be conveyed absolutely free and clear of all liens, easements, and encumbrances. Title is to be of good record and, [in] fact, merchantable and insurable by a reputable title insurance company at standard rates. Seller represents that it knows of no encumbrances. Upon execution of this Agreement Purchaser shall commence an examination of the title of the Premises and shall notify Seller of any defects in the title uncovered by said examination. In the event that defects in title are of such character that they may be remedied by legal action, such legal action shall be pursued with due diligence by Seller at its own expense, whereupon the time herein specified for full settlement by Purchaser shall thereupon be extended for the period for such prompt action. If at the time set for the closing of title, the Seller has not cleared title, Purchaser may elect to accept such title as Seller can provide without set-off or deduction in the purchase price; or terminate this Option Agreement, in which case the Option Price shall be returned to Purchaser within ten (10) days after a letter of termination shall have been delivered by Purchaser to Seller.”
See footnote 1, supra.
In light of our conclusion that the trial court properly found that no contract existed because of a lack of the meeting of the minds of the parties, we need not address the defendant’s alternative ground that the escrow deposit be returned to it because the plaintiff must be bound by the unambiguous terms of the written contract that he himself drafted.
The plaintiffs reliance on the Supreme Court’s opinion in Frank Towers Corporation v. Laviana, 140 Conn. 45, 97 A.2d 567 (1953), is clearly misplaced. In that case, our Supreme Court was called on to interpret the phrase “free of all encumbrances.” Id. Here, the phrase in paragraph seven went well beyond that by adding the terms liens and easements to the generic term “encumbrances.”