OPINION
Plaintiffs, Richard and Delores Verhoef (the Verhoefs) and Jack and Emma DeAlba (the DeAlbas) appeal a ruling that the contract they entered into with defendants to purchase a house was binding and that plaintiffs breached the contract. We affirm.
FACTS
On November 25, 1980, plaintiffs bought a house from defendants, Gerard and Sharon Aston (the Astons). The parties executed a uniform real estate contract whiсh provided for a $78,000.00 purchase price, $10,163.32 downpayment and monthly payments of $833.00. In addition to the $10,-000.00 dоwnpayment, plaintiffs also paid $9,836.68. The central dispute involves the disbursement of the $9,836.68 payment. Plaintiffs аrgued that the $9,836.68 was an additional downpayment and should have reduced the balance on the house to approximately $58,000.00. Defendants, on the other hand, asserted that the funds were held in escrоw and were used to pay $348.00 of the $833.00 payment each month for two years. Plaintiffs testified that an esсrow account was established because they could not fully meet the monthly payments, but insist neverthеless that the $9,836.68 was a downpayment.
The dispute regarding the $9,836.68 surfaced when plaintiffs failed to pay thе unpaid balance of the loan on December 1, 1982 as required by the uniform real estate cоntract. Apparently, at that time, they discovered the unpaid balance was approximately $67,853.82. Plaintiffs then initiated this action seeking to reform the contract, under various theories, to reflect a $19,-836.68 downpayment with an approximate $58,000.00 balance. Defendants counterclaimed аgainst only the Verhoefs alleging the Verhoefs had breached the contract. During trial the judge allowed defendants to amend their counterclaim to include the DeAlbas as co-plaintiffs. Plaintiffs were given twenty days to raise additional matters in the DeAlbas’ behalf. The court dismissed plaintiffs’ claims against dеfendants, found the uniform real estate contract clear, unambiguous and binding between the partiеs and found plaintiffs had breached the contract by failing to refinance or pay off the loan. Accordingly, defendants were granted judgment against plaintiffs for $79,987.04, the balance due on *1344 the loan аt the time the decision was rendered, and $3,015.00 in attorney’s fees.
Two issues are presented on appeal: 1) did the trial court err in finding the uniform real estate contract clear, unambiguous and binding; and 2) were defendants unjustly enriched in the amount of $9,836.68?
ANALYSIS
Plaintiffs’ contend that the trial court erred in finding the uniform real еstate contract clear, unambiguous and binding. According to plaintiffs the court should have construed the uniform real estate contract in light of the other documents relating to the subject transaction, and urge that such an analysis would have compelled reformation of the contract. We disagree.
Contracts should be construed so as to give effect to the parties’ intentions, and suсh intent should be determined, if possible, by examining the written agreement executed by the parties.
Atlas Corp. v. Clovis Nat’l Bank,
In this case, the uniform real estate contract was executed in conjunction with execution of escrow instructions. The escrow instructions state “$9,836.68 will be held in Seller’s funds to be paid on monthly payments for 2 yrs.” In addition, the instructions cоntain the following payment provision:
the entire unpaid balance shall be due and payable on or before December 1, 1982.... The Buyers herein will pay $485.00 monthly and the Sellers will pay $348.00 monthly_ It is understood thаt the overage of downpayment made to the Seller’s [sic] is to be owned by the Seller’s [sic], howеver the Seller will make the above monthly payment from these funds for the two years as outlined abоve. Any difference shall be given the Seller’s [sic] which may be left over after the two years of installments.
The trial court reasonably found, after examining the two documents, that the $9,836.68 was not a downpaymеnt and could not therefore be applied to reduce the principal balance, but was placed in escrow to help fund the plaintiffs’ monthly payment obligation. Plaintiffs argue that the earnest money agreement provision for a $20,000.00 downpayment ought to be considered in construing the unifоrm real estate contract as the two documents are inconsistent. However, a basic tenet of contract law is that prior negotiations and agreements merge into the final written agreement on the subject.
Dix Steel Co. v. Miles Const. Co.,
Affirmed. Costs to defendant.
DAVIDSON, J., concurs.
JACKSON, J., concurs in the result.