*1 PEET and Frederick J. Judith
S.Keen, Appellants,
George RANDOLPH and Cecelia
Randolph, Respondents.
No. ED 77184. Appeals,
Missouri Court of District,
Eastern
Division Three.
Nov. 2000. Rehearing
Motion for Transfer to and/or Denied Dec. Court
Application for Transfer Denied 23, 2001.
Jan. *2 Jr., Louis, Young, appel-
John G. St. lants. Carlson, Union, respon-
Frank K. dents. ± MOONEY, Improvements per “120 acres and All Judge.
LAWRENCE E. #532264, EE, Listing Hwy MLS decide is whether question we must Beaufort, Legal govern.” contract lacked definite- real estate such Supplemental handwritten terms finality incapable that it was ness *3 included, Agreement inter alia: specific performance, thereby justifying we conclude summary judgment. -Survey: Buyer acknowledges orig. Because fairly Seller, we reverse ± disputable, the issue is tract A. with P & Z a trial summary judgment and remand for approval, retaining no more than 20 A. on merits. corners of 20 A. agrees Seller to have expense. Excepting tract marked at his (Peet), himself and Frederick J. Peet for tract, A prior Buyer mentioned 20 assignee co-plaintiff as Judith S. Keen per exist- accepts property lines (Keen) referred to as Purchas- (collectively ing plat. ers), summary judgment en- appeals (Mr. George Randolph tered in favor of to JBuyers right to have first refusal (Mrs. Randolph) Randolph and Cecelia 20 A any on the above mentioned offer (collectively sold, to Randolph) wholly referred as Sell- if tract is said ever ers) against for Purchasers’ suit Sellers to right first of refusal part, written specific performance of a real estate sales closing time of of this be executed at the trial argue contract. Purchasers that the contract. summary judg- in granting court erred agreed buy from Sellers Purchasers (1) 74.04(c) ment Rule was not because: $270,000. approximately 120 acres for (2) followed; genuine there was issue ready, willing, Purchasers were and able fact in the concerning realty material appear although close Sellers failed real estate sale contract such Randolph Mr. claimed he could closing. conveyed realty identification of the to be duty to prevent closing by neglecting his (3) certain; was the real estate sale surveyed. the property have contract did include all of the essential seeking specific Purchasers filed suit necessary parties’ agreement
terms to the discov- performance, and after substantial and the fact on the of first refusal sides, ery on both filed a motion for Sellers that a document needed to be executed Peet pleadings against on the parties recording purposes at the against Keen. and a motion dismiss not fatal to a claim closing time of the motions, claimed the contract both specific performance. (1) because it fails was not enforceable Facts the re- identify particularity with sufficient (2) it is contin- alty conveyed; to be entered into a Purchasers and Sellers upon future gent involving Sellers’ real estate sales contract existence, yet to come into an instrument County. in Franklin The 140-acre farm Purchasers filed of first refusal. (1) the contract included: petition asserts deposition response including excerpted A, Exhibit the Residential Sale Contract agent. testimony of Sellers’ real estate (2) 23, 1996; B, May Exhibit dated dat- Supplemental Agreement Contract Thereafter, conducted the trial court (3) 23, 1996; C, aerial May Exhibit an ed on the motions at which Sellers hearing with the 120-acre outlined photo evidentiary items. presented several for the approximate and the boundaries partial deposi- evidence included Sellers’ (4) Disclosure parcel; 20-acre Seller’s testimony, partial deposition Peet’s tion 20- planned to retain a Statement. Sellers plat map testimony, 182-acre adjoining property. their son’s parcel acre farm, in Exhibit photo and the contained pur- parties described C. The court advised Residential Sale Contract 55.27(b), it would consider suant to Rule to be sold as follows: adequately de- motions as for sum- estate contract failed to the Sellers’ motions mary judgment briefing and set a further subject realty. specif- To obtain scribe the schedule. must not be performance, ic contract indefinite, uncertain, incomplete. Biggs receiving After briefs from both (Mo. Moll, banc Purchasers, and additional evidence from 1971). terms provide It must the essential trial court entered adding to its and be enforceable without pur- favor of Seller. It found that “the make a contract terms for a court will not ported contract on which Plaintiffs’ suit is parties. for the Assemblies v. Hen- God adequately based fails to describe sub- dricks, S.D. ject realty,” purport- and further that “the 1991). A sufficient of real dependent upon ed contract is a document *4 a evidence, property is one of the essential terms of yet to into the con- come as to property. contract for the sale of real Id. agree- tents of which the have no However, “Separate ment whatsoever.” Peet filed land does not need to be “[t]he fully actually paper; Plaintiff Frederick J. Peet’s Motion for described in the Judgment” Reconsideration and to Amend but must afford the means agent with attached affidavits of Sellers’ may whereby the identification be made registered surveyor. and a land The mo- perfect parol and certain evi- through tion was heard and denied the court. Ross, Herzog v. dence.” timely appeal This follows.1 (1946).
Analysis
Applying
principles
these
to this
genuine
we find a
issue of material
grant
We review the trial court’s
subject realty
fact exists as to whether the
summary judgment
in favor of Sellers
adequately
described. Sellers’ and
Corp.,
de novo. ITT Commercial Finance
Buyers’ agents and Peet testified that the
et al. v. Mid-America Marine Supply
A, B,
contract included Exhibits
and C and
(Mo.banc 1993).
Corp., 854 S.W.2d
only
that the Sellers not
knew the lines on
summary
To succeed on a motion for
judg
represented
Exhibit C
the retained 20-
ment,
movant
must show there is no
parcel,
partici
acre
but also that Sellers
genuine issue of material fact and that
pated
drawing
those lines.
judgment
movant is entitled to
as a matter
of law. Id. at 380. The record is viewed
dispute
they
Sellers
had ever dis-
light
most favorable to the non-
would be
parcel
cussed where the 20-acre
movant,
given
who is
the benefit of all
they
any part
located or that
had
draw-
reasonable
inferences.
Id.
Furthermore,
ing the lines on Exhibit C.
“Therefore, it is not the ‘truth’ of the facts
“ex-
Randolph
Mr.
stated he believed the
focuses,
upon which the court
but whether
isting
plat
to the 182-acre
plat” referred
disputed.”
those facts are
Id. Because our
map that no one else had ever seen or
II
disposition
require
of Points
and III
a
However,
even knew about.
at another
remand, we need not
Purchasers’
address
deposition,
Randolph
Mr.
testified that at
claim on Point I that the trial court failed
signing,
the time of
he and a sur-
around
proper summary-judgment proce
to follow
veyor
map
marked on an aerial
where the
dure.
20 acres would be located.
Description
I:
Land
Insufficient
most
Viewing
light
the record
Purchasers,
genuine
there is a
favorable to
allege
Purchasers
the trial court
fact as to whether Exhib-
erred when it determined that
the real
issue of material
challenge appellate
jurisdic-
post-judgment
mo-
1. Sellers
court
of the Purchasers filed
delay finality
judgment.
tion and have filed a motion to
tion that would
dismiss
appeal, arguing
to dismiss is without merit and is
that the
became
The motion
19, 1999,
September
final on
since
one
denied.
1971).
part
Berry-Iverson
it was
of the contract and whether
See also
Co.
C
Johnson,
provide
descrip-
the lines on it
sufficient
North Dakota Inc.
N.W.2d
(1976)
perfor-
tion of the
estate for specific
(adopting
reasoning
mance.
both the Montana
Iowa
).
Myers
Fur
Courts
Weintz
Right
II:
First
ther,
Refusal
frauds
not defeat
the statute of
general
stated in
first refusal
allege the
court erred
Purchasers
trial
language because the
become defi
terms
when
entered
fixes
at which
price
nite when the owner
right-of-first-refusal
Sellers
since
Duncan,
willing
he is
to sell. Brenner v.
enough
clause was
enforce and
specific
318 Mich.
27 N.W.2d
Pur-
parties agreed
on that clause.
Here,
lacking specific terms as
although
argue
chasers
the clause
enforceable
duration,
price
may
the clause
still
only formality
of exe-
because
remained
when
valid.
will become clear
terms
cuting a document for recordation and the
from a third party
have an offer
real estate contract
all the es-
contained
willing
accept.
are
necessary
sential
terms
to the
on the
of first refusal.
*5
Next,
the
if
we look
determine
Furthermore, Purchasers
the trial
dispute
the
regarding
had an
parties
agreement
finding
meeting
court’s
that there
nowas
case, the
right of
In
first refusal.
this
regarding
right
of the minds
the
of first
record
that Peet
the clause
shows
believed
refusal.
that
meant
would have to offer him
Sellers
First, we address
issue of en
the
of
dispose
the
if
chose to
it
forceability.
jurisdictions have held
Other
sale,
way,
devise,
any
including
bequest,
clauses similar to the one in this case are
gift.
claim that
Peet’s
or
because
Winberg
specific enough to be enforced.
the true
mistaken belief did not conform to
71,
Cimfel,
35
v.
248 Neb.
532 N.W.2d
refusal,
nature of
of first
there was
right
(1995);
Sylvestri,
Conn.App.
v.
49
Briggs
meeting
necessary
of the minds
(1998).
Right-of-first-
A.2d 56
binding contract.
in general
refusal clauses are often stated
Missouri, however,
right
applied
terms
the
be exercised
has
may
because
objective
since
theory
at some remote time
future. Auer
the
contracts
the
Network,
Hanover,
410,
Purcell
County
Computer
bach v.
252 Va.
Ltd. v.
(1996).
Co.,
669,
terms
747
675
Missing
complete contract and the terms need not Ill: The Statute Frauds may be definite. Id. Extrinsic evidence Moreover, clarify used to the terms. Id. interposes The dissent the Statute document; single need not be a of Frauds in defense of grant of sum rather, agreement may be contained in *6 mary judgment. Although the trial court separate writings togeth that when taken upon did not in rely the Statute of Frauds er, satisfy the of In Statute Frauds. re judgment, its it is true that we will uphold Looney, Estate at 515. of if it could have been only “The documents need be connected properly granted grounds on than other by express either reference to one another upon. those relied Chancellor Dev. v.Co. implication through clear established Brand, 896 S.W.2d (Mo.App. E.D. respective their contents.” Id. 1995). us, dissent accuses the under facts
Again, reviewing grant the allowing of our of the standard of judgment, of summary we must determine summary judgment “trump” review genuine whether a of material fact issue Indeed we are. It the Statute Frauds. Finance, exists. ITT Commercial review must is the standard of frame S.W.2d at ‘genuine “[A] 382. issue’ exists assumptions govern our and consider- our where record ma competent contains on uni- appeal. ation issues Under the plausible, terials that evidence but two versally guidance ITT accepted Com- contradictory, accounts the essential Finance, supra, mercial we must view all facts.” If the Id. movant submits inconsis the non- contradictory facts favor of facts, tent on evidence the material and movant make all reasonable inferences prima showing required summary facie in the favor. non-movant’s judgment deciding defeated. Id. In applying of re standard genuine whether a fact issue material view, with following we are faced sum exists, we are bound to view the record mary judgment facts: most light favorable to the 1) against judgment signed whom entered. We and Purchasers real was Sellers also make all inferences from reasonable estate sales contract.2 43-44; A; George Randolph deposition pp. deposition p. Frederick 86. Exhibit Peet
2) date, TEITELMAN, and Pur- B. Presiding On the same Sellers RICHARD signed supplemental agree-
chasers Judge, dissenting. right providing ment Seller’s respectfully I dissent. The primary is- acres; “Ex- provides, to retain 20 it us is sue before whether the contract tract, Buyer 20 A cepting prior contains a of the land to be existing accepts per conveyed that satisfy is sufficient plat.”3 law, statute frauds. As a matter of 3) acres plat A the farm with 20 plainly Additionally, not. was there off marked was attached to the sales meeting regarding of the minds contract.4 right-of-first provision. refusal The trial 4) previously participat- The Sellers had grounds court on on was correct both ed the demarcation the 20 acres judgment summary granted, which on the attachment.5 and the should be judgment affirmed. Here, “con- the documents are not clear express nected either reference or
implication,” but physically also are I. characterization attached! dissent’s first, Taking point the latter sum- C, sales plat Exhibit attached to the mary judgment indisputably record contract, as a mis- “separate document” is meet- clear had no actual connection, A taken. even without ing regarding scope minds here, present attachment is sufficient to duration of the so-called “first Further, the satisfy the statute of frauds.6 Supplemental refusal” to in referred credibility dissent impugn seeks (Exhibit B). Agreement Pur- to Contract motives of Purchasers estate that, agents scope chasers had mind duration despite long-standing rule motion, a summary credibility for the of first refusal that would appellate is not for the trial or court radically meaning exceed normal Wittmaier, decide. Nolte since, things, among term other it would E.D.1998). stan- 59-60 Our beyond extend lifetime of *7 in must dard of review heirs,1 include also prevent their and would The assumptions appeal. frame our property to conveying from the judgment provide summary facts the Sell- had anyone by gift. Sellers no such escape ers their obli- contract mind, thoughts in but instead intended gations. keep portion the 20-acre of their retained pro- reverse and for further We remand immediately in family, farm and to ceedings opinion. consistent with this daughter fol- deed 10 acres of to their of the 120 acres. Purchas- lowing any sale TEITELMAN, P.J., B. RICHARD this, argue but candidly acknowledge ers separate dissenting opinion. dissents in response in that the terms of the contract’s “un- AHRENS, J., right-of-first-refusal provision were of opinion concurs or Judge Mooney. ambiguous” and hence cannot be varied B; Indeed, Randolph pp. appeal, George deposition 3. 1. even still this Purchasers Exhibit right-of-first have continued to that the insist 43-44. provision and would bind the Sellers refusal C; 93; deposition p. Fred- 4. Paul Pier Exhibit argue They reply their in their brief heirs. deposition p. erick Peet 88. triggered would be “a sale that " any portion Randolphs or their heirs of pp. deposition 5. Peet 106-107. Frederick acres, added) (emphasis 20 retained 6. 10 Samuel Williston, on Contracts Williston (4th ed.1999). § 4 Contracts 29:30 Corbin on (rev. ed.1997). § 23.3
621 Dodd, through showing attacked Ahrens v. question evidence law. E.D.1992). 611, (Mo.App. actual con- Purchasers’ intent. Since the sufficient, language clearly is completely writing silent as to When seeking in an action to enforce crucial terms such of defendants price duration however, alleged are to sum- provision contract entitled right, ambig- mary judgment. Arnold v. Broadmoor the court properly uous and looked to evi- 565, Co., 564, Thus, Development dence of the 585 S.W.2d actual intent. E.D.1979); A.L.R.4th because the summary record v. Paper Smith International 87 F.3d leaves no doubt that the contract sale for (8th Cir.1996) 245, (applying Missouri of real estate was dependent on a future Stevens, law); 411, Gagne v. 696 A.2d namely, re- first document — (Me.1997); Flanagan, Booth v. 23 Conn. fusal —as which the had no 579, 148,151 (1990). minds, meeting App. actual or A.2d agreement court the trial was holding correct statute of designed The frauds was there no completed capable was contract “the dangers developed per avoid which specific performance. See P.R.T. Inv. mitting title to real and contracts as estate Corp. Ranft, v. 363 Mo. 252 S.W.2d weighty parol.” to other matters rest Tuckwiller, Tuckwiller v. 413 S.W.2d (Mo.1967). satisfy To the statute of
II.
frauds, a writing
set forth
essen
must
“the
dispositive
Sellers’
motions
alleged
tial terms of the contract.”
Ahrens
Dodd,
subject
contract’s
description
S.W.2d at
The “essential
realty
satisfy
was insufficient to
stat-
of a
for
terms”
contract
the sale
ute of frauds.2 The
statute
frauds
are
mat
parties,
subject
states, in relevant part:
ter,
consideration,
“No
shall
price,
action
...
brought
upon any
be
promises
contract
upon
Ray
both sides.
v. Woost
...
er,
(Mo.19524).
sale of lands
unless the
upon which the action
brought,
subject
(i.e.,
shall be
matter
to be
thereof,
some memorandum
note
shall
conveyed)
part”
is the most “essential
writing
be in
signed by
Huttig
contract for
realty.
the sale
_”
charged
Brennan,
therewith
Section 432.010
(1931). Thus,
RSMo 1994.
such writing
Whether
is 1062
it is black-letter law
to satisfy
sufficient
the statute of frauds is
must describe the land
alleged
(1898)-which
2. The motions also
purely
that the land’s
was
a statute
insufficiently
claiming
cer-
plaintiff
definite and
frauds
which
support specific performance.
tain
damages
breach
contract sued
*8
Further,
certainty
issue
sufficient
specific performance.
of
definiteness and
not
the funda-
necessary
support specific performance
to
buyer
prop-
is
mental reason we
a
of
allow
to,
very closely
with,
though
remedy
related
erty
formance,
extraordinary
specific per-
not identical
the
sufficiency required
satisfy
of the
though legal
that
a
remedy
to
even
would
Bravo,
adequate,
the statute of frauds. See Granato v.
otherwise be
is because American
499,
(Tex.Civ.App.1973).
regarded
498 S.W.2d
traditionally
503
law
in a
has
an interest
Missouri,
governing
particular
the
unique.
substantive criteria
tract
as
Wil-
of land
See
1,
(Mo.1967).
virtually indistinguishable,
the
are
Vaughn,
two
since
v.
S.W.2d
kinson
5
419
therefore,
analyzing
question solely
only
just,
cases
in
fair and
It is
that in order
the sufficiency
support
specific performance
terms of
needed to
to warrant
of a contract
estate,
specific performance
prece-
are
all
based on
for the sale of real
terms
essential
contract,
reasoning
ultimately
including especially
dents and
that
trace
of the
de-
See, e.g.
scription
conveyed,
back to the statute of
cases.
to
frauds
the land
be
should
Ross,
406,
Herzog
precise
v.
355 Mo.
clearly description within identify sufficiently by “must be definite “key” “means” or which or reference certainty. the land its own terms can be with reasonable identified (Mo. at external existence Macy Day, it to standards Stevens, making of the contract Gagne v. 696 A.2d at time App.1961); Frauds, 2d, beyond dis- 414; capable being determined Am Jur Statute of is 323; pute.” Id. If an insufficient generally, § also Annotation: see is not Description Designation given, “oral evidence admissible Sufficiency memorandum, the court aid of the because Land in Contract or Memorandum of Sale, Frauds, will both never receive such evidence Under Statute (1952 apply then to § 2 and Later describe land and A.L.R.2d Case Ser- vice). description.” has Id. stated:’ As our Court require does not contract law the case principles to Applying these of land shall itself be the sale satisfy hand, alleged contract fails wholly identify proper- sufficient frauds, not it does statute if clearly it ty. sufficient itself, contain, “means clearly within with
reveals the intent of the subject realty can key” by which the particular to the which reference be- certainty with reasonable determined fur- matter the sale and subject Rather, this yond is a situation dispute. identification; nishes the means of its the contract fail where hold, or, provides if cases some def- with specifically describe the *9 “key” applica- to the identification —the it certainty, vigorously but is initeness and being is ble that that certain principle alleged “means whether the disputed be made certain. which can C, aerial key” unsigned —Exhibit markings line on Wooster, yellow with photograph at 749. As Ray v. it, some noted, by uncertain time drawn at some in further the court Wooster approval by the 749. Shy v. was with at Lewis cited Wooster, Ray Court person Tysinger, to agreed by Ga.App. uncertain ever S.E.2d —-was (1980). parties part attempted or intended to be The contract here left, contract. What a question is is than that effectively nothing states more credibility opposing between based to convey Sellers were 120 acres of the purely parol on evidence. Purchasers Purchasers, retaining they acres owned to by agents, two real (supported estate spec- There acres for themselves. is interest) a who have vested maintain that ification 120 acres were to sold of which be it explained Randolph, was to Mr. and and to kept. which 20 be signing understood him the time suggests sum- majority opinion The that contract, photograph that the aerial because, mary is judgment inappropriate “existing plat” was the so-called referred light favor- viewing the record most B, to in Exhibit and that yellow lines Purchasers, able was genuine to “there a were thereon intended to mark the 120 issue fact Exhib- of material as to whether be sold acres to and the acres reserved. it C of the contract.” I part respect- was hand, Randolph, says Mr. on the other he fully disagree. dispute There a factual is agreed yel- never understood or that part as to whether Exhibit was low lines the 120 to be con- C marked acres however, view, veyed; honestly majority’s at the time contract. The believed is signing the contract that he free to premised assumption false that (out which choose 20 acres of the total of review summary judg- standard of under farm) keep; 140 acres of his he would and ment trumps governing prin- somehow presented was never even with Exhibit C ciples concerning of substantive law yellow with the lines on it until sometime Instead, statute of frauds. It doesn’t. contract, he signed had at which after precisely principles, because of those he specifically time told the he did agent very this is rare case it is the where not to agree those lines. as it resting existence a factual dispute, does in which one to testimony parol, None of this entitles conflicting is enough preclude a C Sellers’ entitlement to as matter of law. Exhibit is summary judgment. Exactly opposite document; separate is not signed it is To a trial true. allow on this record dated; anyone; not initialed it is there fly in would the face of the statute of B is no reference either Exhibits A or It directly frauds. would contravene the by “existing plat;” what C is meant Exhibit only principle parol evidence is admis- face call nor “plat;” does not on its itself apply, supply, description sible to not to any C contain Exhibit handwritten contract, Lewis, of land in a Shy v. notations on such as “these are parol S.W.2d at and that evidence will nothing simply lines.” There complete not admitted an be insufficient contract, any part of the —in in a description of lands contract or to any way or in C Exhibit itself —which show the intention with which a de- such part that Exhibit indicates C scription was made. Id. “Parol evidence contract. to supply cannot admitted the defects” majority fact thus overlooks the this [would be] such “for do unsigned, that not is Exhibit C but only very thing prohibited by statute.” identity there is no internal evidence its Reigart Coal and Coke Manufacturers’ two documents. unity with the other 217 Mo. S.W. to cure this fatal way conceivable did Nor does fact defect in the contract’s to mark perform survey acres im- conveyed, would be to operate cure an to be were retain evidence, is, Ex- properly parol fatally inadequate description otherwise allow *10 This is conveyed. to hibit C as of the contract. part be See McMi- precisely for- Realty Agency, chael & Insurance Inc. v. what statute frauds was. a sufficient although -writing required descrip- bids. For itself Where sold, given need be is of the land for in- satisfy to statute not contained tion Blanton, document, stance, testimony v. be single may Wheeler oral resorted 497, to, description never- fit (Mo.App.1952), thing; to to S.W.2d theless, re- separate description when documents are but where an insufficient is upon to existence of a lied establish the there given, description, or where is complies with the testimony written is or no such available admis- frauds, plainly be statute of must Every agreement required by the sible. by “express reference to connected either be statute to be in must certain byor clear implication one another estab- itself, by made capable being or so through respective lished their contents.” itself, in the contract or to reference 508, Looney, In Re Estate 975 S.W.2d something whereby may else the terms S.D.1998); Service, (Mo.App. Sales preci- ascertained with reasonable be (America) Inc. v. International Daewoo sion; con- and it is claimed that the if 453, (Mo.App. E.D. Corp., one papers, tract is contained several Ahrens, 1989); v. Peycke see also other, testimony oral referring to the 151-152 App. S.W. what cannot be introduced to ascertain allegedly pro- an term Where essential is to; appear must paper is this referred document, by sig- an “the unsigned vided the document itself. from face of charged may nature of the to be added) Scarritt v. St. John’s (emphasis separate writing, provided found in a Church, 174,178 Mo.App. M.E. expressly explicitly incor- one document (also 1879); in Deulen approval cited with porates (emphasis the other reference.” (Mo. Wilkinson, added) Development Arnold v. Broadmoor 1971)). Co., (Mo.App. E.D. 585 S.W.2d above-quoted passage Scarritt 1979). This fact that two is because “the good, eloquent was a and correct state- en- writings part or more constitute an one ment of the law when it was made agreement may parol not tire be shown twenty-two years ago; and it re- hundred far as of frauds satisfying so statute good, eloquent and correct state- mains Drugs, Frostwood Inc. concerned.” today one that di- ment of the law —and & Frichtel Const. Fischer at hand. rectly applies to case (Mo.1961).4 has been the This ignore not deciding this we should virtually in Missouri all of our law legal history, tradition longstanding than a history. As was stated more centu- judicial precedent body of behind ry ago: it is clear statute frauds. Because course, memorandum of a con- Of as law the a matter of land which satisfies the Statute alleged here does contained contract in- essentially Frauds is an instrument statute, satisfy trial court’s must, imperfect .... It how- formal judgment was grant summary proper ever, as will contain such words enable be affirmed. and should court, mistake, to danger without meaning parties. It declare necessity going
must obviate the relying on treacher- testimony,
oral to what the contract memory
ous Frauds, unspecified docu- other § 2d reference some 4. See 72 Am Jur Statute of (an signed in a Ad- pp. writing generally, obscure reference Annotation: 903-904 See also ment. unspecified docu- "to other some missibility to Connect Parol Evidence permit parol use of ment” insufficient Upon Unsigned Relied Signed and Documents identify thing referred to evidence Frauds, Satisfy Statute as Memorandum document). Obviously, signed relate it (1961 Later Case Ser- A.L.R.2d 991 "existing plat” as case the term in the at bar vice). B is no more than a mere used in Exhibit