Brief Fact Summary. The Mattusheks, two brothers, (Defendants) owned a 3540 acres ranch, which they agreed to sell by appointing an agent, Red Carnell. Carnell found a buyer, Ward (Plaintiff), who tendered a check for $2,500 toward the purchase, and arranged a meeting with the parties. At the meeting, the Plaintiff and Defendants got into a dispute, which caused the Defendants to refuse to convey.
Synopsis of Rule of Law. When construing a written instrument, the Court will not isolate certain phrases of that instrument in order to garner the intent of the parties, but will grasp the instrument by its four corners and in the light of the entire instrument, ascertain the paramount and guiding intention of the parties.
Issue. Is the Plaintiff entitled to specific performance (is the writing sufficient under the statue of frauds)?
Held. Yes. Judgment reversed.
The court provides that the statute of frauds requires that only the person against whom enforcement is sought must sign the memorandum. Also, that the note or memorandum must name the parties, and may consist of several writings. The note or memorandum must contain all the essentials of the contract, but may be stated in general terms.
When construing a written instrument, the court will not isolate certain phrases of that instrument in order to garner the intent of the parties, but will grasp the instrument by its four corners and in the light of the entire instrument, ascertain the paramount and guiding intention of the parties. Isolated words will not be allowed to prevail over the general language in the instrument.
While an agreement signed by one party only, without other evidence of obligation on, or acceptance by, the other party will ordinarily be regarded as unilateral, mutuality does not require that both parties sign the contract, and if a contract is signed by one party is acted on by the other a binding agreement may result. 17 C.J.S. Contracts Section:100 443-54.
In this case, the Defendants were found to have given an unqualified offer to sell the property, that Carnell was given the authority to be the agent, and that Plaintiff accepted the offer by his deposit check given over to Carnell. The necessary mutuality of obligation may be inferred from Plaintiff’s institution of this lawsuit.
But the memorandum may consist of several writings.View Full Point of Law