634 N.E.2d 258 | Ohio Ct. App. | 1993
Lead Opinion
William R. Lees appeals the trial court's judgment that the condition precedent in an option agreement he had with Helen Meyer had not been fulfilled, and thus the option agreement was not an enforceable contract. Lees contends that the judgment is contrary to law because the condition precedent was fulfilled and did not expire on Meyer's death. We affirm based on our prior decision in this case and because the judgment is not against the manifest weight of the evidence.
In 1972, Lees and Meyer entered into an agreement whereby Lees purchased some of Meyer's property and was given an option to purchase Meyer's home and the remaining property "at the time that Helen Meyer no longer desires to reside in said home."
In 1989, Lees became aware that Meyer was no longer living in the house. Lees notified Meyer of his intent to exercise the option to purchase the house. Meyer refused to abide by the option. Lees sued for specific performance, seeking to compel Meyer to abide by the option. After the filing of the suit, Meyer died and her executor was substituted as a party in the action.
This case is before us for the second time. See Lees v.Meyer (Sept. 2, 1992), Lorain App. No. 5241, unreported, 1992 WL 217838 Initially, the trial court granted summary judgment to Meyer's executor, finding that there was no consideration given for the option agreement. Lees appealed and we reversed the summary judgment, holding that the language of the option agreement could be interpreted to show that there was consideration. On remand, the case proceeded to trial. The trial court determined that the condition precedent had not been fulfilled during Meyer's life and that the option expired upon her death; therefore, it was not an enforceable contract.
Lees now appeals, asserting one assignment of error.
Initially, Lees contends that the option contract did not expire on Meyer's death and that the condition precedent in the option agreement was fulfilled at her death, thereby making the option an enforceable contract. *85
Conditions precedent must be fulfilled before an option ripens into an enforceable contract. Masonic Temple Co. v.Adams (1958),
Lees also contends that the trial court's finding that during her lifetime Meyer did not express her desire to no longer reside in the home is against the manifest weight of the evidence. Upon review of the evidence before the trial court, we cannot say that this finding is against the manifest weight of the evidence.
The assignment of error is overruled and the judgment of the trial court is affirmed.
Judgment affirmed.
COOK, P.J., and QUILLIN, J., concur.
BAIRD, J., dissents.
Dissenting Opinion
The trial court's conclusion was faulty, partly because it seemed to base its consideration upon a different order of words than that contained in the contract. The phrase desires to nolonger reside is conceptually different from the phrase nolonger desires to reside. In the former, a desire would have to be shown, while the latter is satisfied by an absence of desire. Since the actual clause involves the latter wording, it is satisfied by showing the absence of desire, or, in this case, death.
All of the evidence and the court's findings relate to the question of whether Meyer actually desired to leave her home when she did in fact vacate it. The question of whether she still had a desire to reside in the home, even though she had moved out, would be a pertinent inquiry as long as she was still alive. Once she had died, however, the inquiry as to her intentions before death and the finding that the condition was not met before death are irrelevant to the question of what the parties originally intended as to the rights of each upon her death. The trial court based its finding that "the expression of the desire to no longer reside in said home was a condition precedent to trigger the option," not upon any evidence introduced at trial or upon any factual finding, but upon its own interpretation of the clause itself.
Thus, besides being based upon words different from those used in the contract, the trial court's ruling was not based upon evidence and findings as to the original intent of the parties. I believe that such an order is not entitled to any deference, that it is subject to reversal, and that it should be reversed. *87