*1 White, L. WHITE and Levora Junior
Plaintiffs-Appellants, v. REHN, Rehn,
Vernon Karen William Rehn,
Rehn and June
Defendants-Respondents.
No. 13416.
Supreme Idaho. Court of
April Esplin
Lowell N. Hawkes and Dalon Hawkes, Chartered, Pocatello, Lowell N. plaintiffs-appellants. Church A. Tuft of
Thomas H. and Steven Church, Tuft, Church, Burley, for Snow & defendants-respondents.
McFADDEN, Justice.
This action involves some 960 acres of a
dry
County.
acre
farm in
Cassia
9.000
were,
1975;
until
acres
owned
Con-
9.000
son,
rad and Anna Rehn. Their
Vernon
Rehn,
leased
from them and
gave
right
ran the
The lease
him a
farm.
purchase
first refusal
the land if Con-
February
rad and
decided to
Anna
sell.
Rehn
Vernon
Conrad
died.
Rehn
from
wanted to
the farm
the es-
tate and
mother.
were
his
Both
peti-
amenable to the sale. The executors
tioned
the sale and
the court
authorize
petition
granted;
ap-
Vernon also
parently
his
verbal con-
obtained
mother's
arrangements
sent.
made and
All
had been
drafted
of 1976.
March
not, however,
did
have the
Vernon Rehn
necessary
payment.
down
Vernon
Robert Hilliard of Idaho
consulted with
Company
Bank & Trust
decided
9,000
that Vernon should sell 960 of the
up
to come
the down
acres
order
sale,
payment.
anticipated a cash
Both
purportedly due to the estate’s need for
pay
cash to
costs and taxes.
administrative
*2
subsequently
Hilliard
King.
contacted Warren
rest to
point King
At this
added
King,
agent
an
for
West
“subjеct
Sierra
Real Estate
to financing”
signed
term and
Logan,
King
Utah.
visited Vernon Rehn
on behalf of the Whites.
King
and Rehn drove
around the 960 acre
began looking
Junior White
financing
for
parcel. King then contacted Hilliard who
and claimed to have obtained commitments
told him
King
the terms of the sale.
con-
financing
for
within a
time after
short
tacted L.
returning
Junior White
signed
earnest
was
Logan;
expressed
White
an interest
the Rehns.
arranged
White also
to have
property. King took White to view the Vernon Rehn accompany him to the office
property,
pe-
at which time he showed the
Dеpartment
of Water Resources in
rimeters of the
as Vernon Rehn had Burley
9,
permits.
April
to obtain well
On
him,
described them to
and told White that
farm,
the Whites drove to the Rehns’
purchase price
approximately
was
$243 viewed and
discussed the
with the
acre,
an
up
cash.
King
White told
to set
an Rehns,
Department
then drove to
appointment
pur-
to work out the terms of
Water Resources where Vernon Rehn used
chase.
maps
his own
spot
well local ms.
White,
On March
Junior
LaVora
April
On
Vernon Rehn called
West,
White
agents
and two
from Sierra
Whites and told them he could not sell them
King,
up
Dаvid Nielson and Warren
drove
the 960 acres. His
to sell
mother refused
They
from
property.
Utah and viewed the
acreage
him, apparently
because
using
checked the dimensions
an automobile
(Vernon’s brother)
William Rehn
now want-
King
odometer. White told
if the
purchase
property.
ed to
White went
irrigated,
buy
could be
he would
financing
ahead with
and obtained a com-
They
it.1
then drove to the Ramada Inn in mitment.
May
On
12 White instructed
Burley,
they
where
met with Hilliard
King
May
to close the transaction.
On
together they
Money
filled out an “Earnest
purchased
William and
937 of
June Rehn
Receipt and
form. The
Offer to Purchase”
re-
960 acres. On the same date the
money receipt
payment
earnest
called for
9,000
mainder of the
acres was sold to Ver-
purchase
exchange
the entire
for a
price in
subsequently
non Rehn. The
filed a
Whites
deed to the
property. No land sale
complaint
performance or
seeking specific
contemplated.
was
White stated
damages.
sought
complaint
also
relief
obtaining
on
had
be conditioned
for inter-
William and June Rehn
permits
per-
financing.
well
The well
Respondents filed
ference with contract.2
agreе-
mits condition
into the
was written
answer in
for
an
counterclaimed
ment,
was not.
financing
but the
condition
attorney
depositions
tak-
fees. After
were
July
They agreed
closing
on a
date of
en,
judg-
respondents
summary
moved for
obtain
give
in order to
White time to
granted summary judg-
ment. The court
financing.
agree-
This was written into
origi-
respondents
ment in
on the
favor of
gave
ment. White
Nielson a check
for at-
nal action and on the counterclaim
$5,000 and
the offer to Vernon
Hilliard took
appeal from the
torney fees. The Whites
and Karen
The Rehns wanted
Rehn.
summary
granting
order
the motion
$20,000
рrice
to cover the val-
increased
judgment. We affirm.
After
crops growing
ue
on the land.
rule that
negotiations,
court has set forth the
some
Rehns and Whites
This
will
agreements
agreed,
in-
earnest
April
to a
perform
Hilliard,
specific
crops.
crease
who had the
award
to cover
Conrad,
$12,-
damages.
Luke v.
money agreement,
added the
ance
v. Har
(1974), Matheson
initial it. He
1. The entire
acres was
farm and
previously
irrigated.
claim.
been
attorney
which states that
fees
land as
receipt
only when
court finds that
is “all
awarded
stated
the earnest
frivolous, only applies
to the
case is
to actions filed
running
land west of road
south
containing
Rehn farmstead
960 acres Exact
after March
1979. At
time this ac-
filed,
survey. Price
12-
to be determined
November
I.C. §
action,
up
any
that:
civil
adjusted
provided
or down at
rate of
“In
*3
per
attorney
award
fees
County,
judge
$243.00
acre Cassia
State of
reasonable
description
of
nothing
prevailing party
Idaho.” There is
...” The award
to the
of
pinpoint
attorney
with which to
which 960
the discretion
exаctly
fees was within
such,
acres was
this
has failed
appellant
to be transferred. As
court and
the trial
ambiguous
description is
on its
and will
an
discretion.
face
show abuse of that
specific perform
award
trial
judgment of
court
is af-
damages. Appellant
ance or
invites us to
respondents.
firmed. Costs to
apply
apply
the standard here
which we
other
contracts and allow ex
J.,
BAKES,
J.,
DONALDSON,
C.
and
parol
clarify
trinsic or
evidence to
the terms
concur.
agreement.
of the written
to do
We decline
SHEPARD, J.,
in the result.
concurs
Although
adopted
so.
this court has never
BISTLINE, Justice, dissenting.
highly
a
dеtermining
defined standard for
of
sufficiency
a
land we
fathom,
it
reasons which I cannot
For
general
adopted
have
a
standard which was
that the
of the
seems
other members
Court
133,
Kitchen,
set forth in Allen v.
16 Idaho
firm
have heretofore taken a
stance
1052,
(1909),
100 P.
1061
quoting Craig
money agreements,
which are for
Zelian,
137 Cal.
parties negotiated. such, As the earnest money receipt is unenforceable. A.
The trial court also turning awarded attor to the merits of the issues Before ney respondents. fees 54(e), proper emphasize it presented, I.R.C.P. nature of the plaintiffs ing contract which seek relieved the to enforce. money agreements Earnest any indefiniteness.” Id. 41 at 62-64 § may be very divided generally into two (footnotes omitted). categories contemplate a sale —those Lord, In Ford v. 99 Idaho pursuant to a future land sale contract be- P.2d in the context of a buyer tween the and the seller —see Luke v. option lease contract we relied on this dis- Conrad, (1974)— in holding: tinction contemplate those which closing a sale argument “Owners’ first relies on the for cash. See Pittman Thompson, Conrad, case of Luke v. Or.App. (1980) proposition for the that a (“[a]n earnest money agreement may rep- specifically contract will not be enforced rеsent completed agreement par- indefinite, if its terms are too uncertain ties or may only represent rough form incomplete particular, to ascertain. what intended to be followed *4 contract”). passages final various quoted indicating category The latter presents problems fewer fatally to courts in that a contract is defective when specific performance sought; is when spell the it fails to financing out terms. In contract contemplates exchange an of cash case, this uncertainty regarding the for title property, possibility financing arrangements arose when the imposing courts contract terms not contem- $50,000.00 pay lessees offered to in plated by parties greatly reduced. As cash or to make whatever other financial stated in 71 Specific Am.Jur.2d Perform- arrangement prove that would most ben- (1973): ance 41§ eficial to the purposes. owners for tax “The governing terms the manner and Conrad, The doctrine of Luke v. has no payment time of price agreed upon application under such facts.” have ordinarily regard- been Phillips Johnson, 266 Or. ed as such an important part of the (1973), P.2d 1337 monеy agree- an earnest agreement alleged that where the con- gave buyer ment option paying in
tract did not state express- these terms or payments installment paying in cash. ly left open them negotiation, future refusing After specific perform- to direct the courts usually held that vague ance of the somewhat installment parties minds of the had never in fact payment option contract, the court met the essentials and that a con- noted: veyance would not be “By plaintiffs given these terms were specifically enforced. pay an election tо the entire balance of and, event, in in cash such an hand, “On the other in a number of required accept pay- defendants were specific performance cases of a contract ment of that entire balance in cash. for the granted sale of land has been Also, event, in such an the failure of the notwithstanding the contention that agree upon provisions in a land incomplete was because of a sale mortgage contract or to insure fu- provision leaving some element of the payments ture wholly would beeome ir- payment terms of negotiation, to future Indeed, superfluous. relevant and there taking the courts the view that the mat- any would then be no occasion for open ters left were not essential or that mortgage, sale contract or for the reason intention of the was ascertain- upon making payment of the total able and notwithstanding enforceable price purchase plaintiffs thereupon would provision. cases, In several of these conveying to receive a purchaser where the entitled deed seeking per- formance, good property, and sufficiеnt title to the courts have noted the cash, price tender of the total provide by indicat- as defendants undertook to tract, including concerning contracts real Money terms of the ‘Earnest Re- ” ceipt.’ (emphasis added). at 1344 property. Id. Ward, See Hubbell v. 40 Wash.2d previously It is true that we have not (1952). generally P.2d 472-73 applied evidence rule to earnest Lockhart, (Alaska Lewis v. However, money agreements. applica- our 1963); Annot., 68 A.L.R.2d 1231-32 tion of the rule other contexts should provide guidance. v. Flie- some In Gardner 767, 771, gel, straight The fact that cash this Court held that contemplаted necessarily possi- “[w]hen reduces the language ambiguous, of the deed is bility imposing of a court terms were intention must be determined actually agreed parties; surrounding circum- from all the facts and also reduces to some the need for extent stances.” In the context of a contract specificity subsidiary in written terms in Carrico, mind, property, Bergkamp lease real the contract. With this in I turn to examination of the terms of the earnest “[wjhere we held that the terms of a con money agreement. ambiguous, interpretation tract are its meaning question is a fact and extrinsic B. attempting be considered in Although challenge the suffi- Rehns to arrive at true intent of the contract ciency of several terms in mon- the earnest Moreover, ing parties.. . . the court must *5 ey agreement, primary issue is whether try may to discover that intent and scruti parol the Whites’ evidence should be al- surrounding nize circumstances the con clarify explain lowed to or those terms. (Citations omitted.) tract’s formation.” point majority opinion The critical is (Emphasis added.) regard And in to a bro “Appellant that: apply invites us to Hendrix, kerage agreement, Rogers in v. 92 standard аpply here which we to other am- 653, Idaho 438 P.2d 658 this biguous pa- contracts and allow extrinsic or parol Court held that rule “the evidence rol evidence clarify to the terms of the require testimony does not exclusion of agreement. written We decline to do so.” brokerage agreement where a itself written (Emphasis added.) complete unambiguous is iiot as a state points First, Two must be this To made. is ment of all the transaction’s details.” applicable the first my principles time that the issue of whether mind these are as parol or are to may money agreements extrinsic evidence be used to to earnest as clarify ambiguous deeds, brokerage agree money terms in contracts or earnest lease agreements explain specific per- majority’s in an action for The failure to ments. apply formance to presented why principles has been should not Court. those Thus, citation setting ambiguous money agreements to cases forth is earnest general “ambiguous primary rule that The perplexing earnest mon- in the extreme. ey agreements support goal considering any will contract is an award of courts in specific performance damages” parties ever or is mis- to determine whether leading. and, so, question of that is whether the ambi- if what the terms guity a may be made it is clear from by certain extrinsic were. Unless every evidence. point The second is that the ma- contract that the document contains jority resolves important ques- particular this rather least infinite that was intended included, impression any expla- of first evidence by without nation of its refusal tool for the court to allow extrinsic or must be available as a parole of the clarify ambiguous determining evidence to terms in the actual intent use Co., in money agreements, Chapman Haney earnest parties. when such Seed J., 26, 408, (Bakes, evidence is 413 C. clarify allowed to 624 P.2d mind, virtually principles terms in in every type dissenting). other of con- With these 6
I ground.” turn to an In examination of the terms of the context the statute of agreement.1 earnest frauds, we recently held that “the statute all frauds contracts invalidate] [does
1. Description of the Land.
imperfect
descriptions.
with
legal
‘The
pressed
is not
the extreme
contains
statute
“to
of a
’
the following description
rigid
Jennings
of the land to be
logic.”
litеral and
v. Ruido-
conveyed:
land
144,
“All
west of the road run-
Racing Association,
so
441 P.2d
79 N.M.
ning south to
Rehn
farmstead contain-
42,
Russell,
(1968).”
99
44
Russell v.
Idaho
ing
acres,
exact
deter-
153,
Fur-
P.2d
by
mined
survey....
County,
Cassia
Ida-
thermore,
description
sufficiently
is
“[a]
not,
ho.”
description
by
This
is
as asserted
if
definite
it
the common intent
evidences
the majority, ambiguous, but it is somewhat
respect
to deal with
to a
determining
indefinite.
a
whether
piece
particular
property.”
Id. at
description
sufficiently
in a
defi-
J.,
(Bistline,
concurring
at 1086
P.2d
nite to
per-
decree for specific
that,
“If
is such
specially).
language
formance, parol
be introduced
to,
being
or added
without
contradicted
long
so
description
given
as the
proper
extrinsic
can with
aid of
evi-
provides
key
the actual
applied to the
dence be connected with and
intended to transfer.2 As stated
very property
the exclusion of
intended to
Beverage
Co.,
Mining
Placer
Canton
Annot.,
all other
it is sufficient.”
Cal.2d
“a
omitted)
(1952) (footnote
23 A.L.R.2d
description
fulfills
test of reasonable
added).
(emphasis
certainty
key’
if it furnishes the
or
‘means
allowing
pa-
no
description
see
distinction between
be made cer-
legal
tain and
clarify
identifiеd
its location
rol evidence
ap-
1. I note that
the statute of
was not
then oral evidence would be admissible to
frauds
below,
raised
quired by
as an affirmative defense
as re-
ply
contained
8(c),
majority
and the
does
I.R.C.P.
as
bounded either
the lands
marked and
holding
sufficiency
not base its
on the
legal
recognized
subdivisions
metes and
description in the earnest
estate of
immediately
Conrad
county
west of a
running
road
to the “Rehn
price
as set forth in the
farmstead.”
is “960 acres.
record,
It also appears from the
when
acreage
by survey.
Exact
to be determined
light
viewed in the
most favorable to the
adjusted up
Price to be
or down at the rate
party
judgment
whom summary
per
plus
cash..
. .
acre
$243.00
entered,4
the Rehns
simply
($233,280.00)
purchase price
The total
changed
entering
their minds after
into the
thirty-three
two
two
hundred
thousand
earnest money agreement
Whites,
with the
eighty
payable
hundred
dollars shall be
as
and decided to sell to Vernon Rehn’s broth-
$5,000.00
represents
follows:
wife,
er and his
rather than to the Whites.
$228,280.00
deposit,
aforesaid
...
on deliv
Russell,
In a similar context in Russell v.
99 ery of deed . . . which shall be on or before
”
July
previously
1976. . . . As I have
this Court then in a
equita-
somewhat more
noted, no terms remained to be ironed out
mood,
ble
stated:
contemplated.
since a cash sale was
A clear
“Buyer’s only
raising
ques-
reason for
presented
adjusting
formula is
price
legal
about the
descriрtion was an
survey
agreed upon parcel
should a
attempt
to absolve himself of a contract
reveal
present
that more or less
signed.
he had
represented.
than was
This is sufficient to
“‘The statute
of frauds is intended to
specific performance.
a decree for
fraud;
protect against
Clanton,
it is not intended
Garmo
legal
do not address the issue of whether a
*7
memorandum thereof be in
and sub-
satisfy
party charged
which is sufficient to
the
scribed
the
. . .
statute of frauds will in all cases be sufficient
specific performance.
to decree
agreement
salе,
The need to
“5. An
... for the
of real
case,
resort to extrinsic
in
property....”
how-
ever, suggests
may
that it
not.
here,
The
signed by
which is in
and
involved,
the
identifies the
determining
4. “In
whether an issue of material
county
located,
state and
in which the land is
dispute,
liberally
fact is in
facts should be
con-
conveyed,
the total
and two mon
party against
in
strued
favor of the
whom sum-
belong
uments —a road and a
farmstead
mary judgment
sought
and all doubts are to
to the seller. This is more than sufficient to
against
moving party.” Ashby
be resolved
the
satisfy the statute of frauds. See Russell v.
Hubbard,
v.
100 Idaho
593 P.2d
Russell,
(1978)
their
earnest
agreement
32-912,
required by
as
I.C.
§
Remaining
Boilerplate.
Terms and
agreement
cannot be enforced
The remaining
agreement
terms of the
provides:
them.
I.C.
32-912
§
clearly
are
sufficient
decree of
community
“Control
property.
of
—Ei-
specific рerformance. The risk of loss and
ther the
husband or
wife shall have
proration of
expenses
taxes and other
are
right manage
and control the com-
for,
specifically provided
as is the time of
munity property,
and either
bind the
delivery
execution and
of the deed.
contract,
community property by
except
agreement
The
contain the following
does
that
neither the husband nor wife
language:
sell, convey
community
or encumber the
agreed
“It is
and
joins
understood
that
real estate
unless the other
in exe-
receipt
cuting
acknowledging
terms written in this
and
tue dеed or
constitute
Preliminary
the entire
other
conveyance, by
Contract
instrument of
between
seller,
sold,
purchaser
the real
conveyed
and
estate is
or en-
that no
”
verbal
anyone
statement made
cumbered ...
.
rela-
tive to this transaction shall be construed
requirement
imposes
This section
part
be a
of this transaction unless
acknowledgment
conveyances or
incorporated, writing
herein.
It is fur-
community
encumbrances of
real estate.
ther
that execution of the final No community real
is involved here.
estate
abrogate
shall
this Earnest Mon-
only right
Vernon and Karen Rehn had
ey Receipt and
Offer
Purchase.”
subject property.
first refusal on the
Since
The
their interest
be classified as real
earnest
“form” in
cannot
which this
estate,
simply inapplicable.
clause is
found was written to cover
statute is
both
DeModena,
Boesiger
situations in
future
See
Idaho
which a
contract is con-
(1965).
Ass’n,
(1976);
220 Kan.
Bank of II. (Utah 1977). of the clause was The rest WITH INTERFERENCE CONTRACT seller clearly protect intended to *8 against misrepre- Vernon and against broker actions based addition to claims most, performance specific Karen Rehn for merely sentation. At restates complaint charges damages, and does not its Whites’ evidence rule William and June with interference terms bar the extrinsic evi- Rehn admission interpreting with v. International dence to aid the court contract. In Barlow Co., arriving agreement and at the true intent Harvester 95 Idaho parties. which involved an action contract, for interference untutored put with it was held in Hoffman their deal “[p]rotection against together just is extended un- as businessmen do all over the justifiable country. interference with contracts even A recalcitrant seller was able to though renege, obliged by refusing the contract is voidable or unen- and this Court adversary proceeding." implied forceable in an to consider the doctrine of refer- (Footnote omitted.) Accordingly, the ac- ence. Here the were aided and against guided throughout by William and June Rehn should a skilled banker and not be affected ability the Whites’ a broker. The result is the same. enforce the contract Vernon and I dissent. Karen Rehn.6 While it is true assign Whites did not dismissal of this brief,
count as error in their it was so
clearly wrong to dismiss the count that this
Court
powers
should exercise
equitable
its
to correct the error.
chased. there is no feasible
way incorporate opin- the same into this But,
ion. known, as is generally not
clerk of this Court retains the file of this
case, including briefs, and interested
readers and commentators who
occasion challenge later on to validity
today’s opinion can have the benefit of that
brief.
Seeing that opinion the Court’s in this legally
case is as untenable as Hoffman v. Inc., Company, supra,
S. V. I can cave-
at the trial bench and bar that it well
be impossible in attempt this state to real
estate having transactions without attor-
neys in constant attendance ab initio. The
contract,
prior
also note that the fact that the
Rehn were aware of the
protected
now in
purchasers.
the hands of William and June Rehn
as bona
fide
necessarily
specific performance.
does
Carney,
bar
Farm Bureau Finance Co. v.
Clanton,
The sale
(1980);
to William and June occurred after the