Whitlow v. Wolfe
Whitlow v. Wolfe
Opinion of the Court
This is an action for declaratory relief involving some sort of an option agreement executed by the parties on March 27, 1946.
The defendant was the owner of some 80 acres of unsubdivided land in the outskirts of San Bernardino. The plaintiffs were real estate agents of long experience, with an office in Los Angeles. For some eight months they had been trying, without success, to sell this property for the defendant. Finally, on March 27, 1946, the instrument in question was signed, by the parties. On April 24, 1946, the plaintiffs sent a letter to the defendant stating that they thereby exercised the option “granted in the said agreement,” demanding that he comply therewith and enclosing a certified check for $5,000. The defendant immediately replied, stating that no binding agreement existed or had ever existed between them, that any arrangments pending had been cancelled, and returning the check.
This action followed. The complaint alleged, among other things, that the plaintiffs were licensed and operating as real estate agents; that the parties had entered into the agreement in question whereby the defendant agreed to sell this property to the plaintiffs for the consideration named therein; that the plaintiffs had paid $5,000 within 30 days and had performed all other obligations imposed upon them by the agreement; and that after the contract was executed they had proceeded to make oral arrangement for the purpose
The answer denied the construction placed on the agreement by the plaintiffs and alleged want of consideration, revocation on April 9, and cancellation and rescission by mutual consent.
With respect to the intention of the parties, one of the plaintiffs testified that before signing the option the defendant told them that “he had originally preferred to' sell the property outright, but he was convinced he would have to put in the necessary improvements to subdivide the property before it was saleable.” The other plaintiff testified that the defendant stated he would be willing to give them an option for 30 days as outlined in the agreement, providing they would use their best efforts in helping him to subdivide the property; that they would check the contractors’ work and see that they did not overcharge; that they would help him get the approval of the proper authorities for the subdivision of the land; and that they would secure the best possible financing so he would not have to put up too much money: Also, that he stated that he wanted them to have a financial interest in the deal so he would not be left in the “lurch”; that he would require a deposit of $5,000 as a token of good faith on their part; and that this amount would be returned to them only after all the houses were constructed and then pro rata out of the mortgage payments as the last houses were built.
The court found, among other things, that the defendant had not agreed to sell this tract to the plaintiffs; that by the
Appellants’ main contentions are that this instrument gave them an option to purchase this property in its entirety; that they exercised this option within the 30 days allowed; that a valid and binding contract for the purchase of the property by them then existed; that the court entirely misconstrued the instrument and its terms; and that the court’s findings and conclusions are supported neither by the facts nor the law. While the appellants concede the usual and well-established rule that where the meaning and intent of a writing is doubtful the interpretation placed thereon by the trial court, if reasonable, will not be disturbed on appeal, they contend that the meaning and intent of the instrument here in question is not doubtful, that it gave them a right to buy this entire property at the rate of $200 per lot, that they exercised that option, thereby completing a clear and definite contract to that effect, and that no other interpretation is reasonable or possible.
The instrument in question was drawn by the appellants. We cannot agree that its language is so clear and definite as to call for no interpretation as to the meaning and intent of the parties, nor that it clearly provides for the exercise of an option within 30 days which would result in a binding agreement for the purchase and sale of this property.
While the instrument is called an option and recites that the respondent agrees to sell and convey the property to the appellants, this is qualified by the phrase “on the following-terms and conditions.” The instrument then provides that this option shall be for 30 days and that upon the payment of $5,000, which “shall be used as a deposit of good faith and also as a guarantee of ‘Bond of Completion,’ ” the respondent “agrees to open a trust agreement embracing all the terms and conditions herein contained.” These terms and conditions are as follows: The respondent agrees to sub
Aside from the uncertainties and inconsistencies of some of these provisions it appears, both from the terms of the instrument and the evidence, that the $5,000 deposit was not intended to apply on the purchase price of this property or any part thereof, but was for other purposes and was to be returned if and when the entire project was finally completed. The fact that such a deposit was required as a guarantee of good faith, to be later returned, and not as a payment on any purchase price, is much more consistent with the court’s interpretation of this agreement than with appellants’ contention that it was intended to complete a contract whereby a present purchase and sale of the property was agreed upon.
The 30-day option given to the appellants by the instrument was not one to purchase the property at the price indicated but was one to have a further trust agreement “opened” upon terms which were still uncertain and somewhat inconsistent, which called for certain things to be done by the respondent, and which required nothing to be done by the appellants. The effect of the instrument, at best, was to give the appellants, upon the exercise of an option within 30 days, the right to have something done which would give them a series of further options which they were free to act upon or not, as they chose. If the further trust agreement had been “opened” by the respondent the appellants would still not have obligated themselves to purchase this entire property or any part thereof, with the possible exception of one lot under the provision that it was understood that build
Under well-established rules, it clearly appears that the appellants were not entitled to specific performance in any form. It clearly appears that these parties, in executing this instrument, did not intend the effect now contended for by the appellants. While the real meaning and intent may be a matter of doubt, the conclusion reached by the trial court in this regard is not only a reasonable one but appears to be the most reasonable one, and no reason here appears for disturbing it. Incidentally, while the complaint contained the necessary allegation that this agreement was a fair and equitable one, and while the appellants are now contending that they agreed to pay $80,000 for this property, they also contend, in discussing the alternative matter of damages, that the evidence clearly discloses that this property was worth $412,800 at the time in question. (See Cisco v. Van Lew, 60 Cal.App.2d 575 [141 P.2d 433].)
In view of the fact that no contract of the nature relied on by the appellants here existed or could be enforced in this action, the further question as to the revocation of whatever offer had been made is not of great importance. While the evidence is conflicting in this regard, it is sufficient to show a revocation of any such offer by the respondent on April 9, 1946, and to further show the cancellation and rescission by mutual consent either on that date or between then and April 15.
However, it is further contended that this offer could not be revoked, under the law, because some .consideration had passed. This is based on a portion of the appellants’ own testimony as to the reason why they made certain investigations, most of which occurred after April 9. The claim thus made is little less than fantastic and appears, upon its face, to be inherently improbable, especially in the light of the allegations of the complaint and of other testimony given by
Under the views already expressed, several other points raised by the appellants require no further consideration.
The judgment is affirmed.
Marks, J., and Griffin, J., concurred.
Appellants’ petition for a hearing by the Supreme Court was denied January 22, 1948.
Case-law data current through December 31, 2025. Source: CourtListener bulk data.