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Ward v. Mattuschek

    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.

    Facts. The Defendants owned a 3540 acres ranch, which they agreed to sell by appointing an agent, Red Carnell. The appointment of agent was an unqualified and exclusive agreement to permit Carnell, for a period of thirty days, to sell their ranch for $30,000.00 and a commission of $1,000.00, with the terms of the sale stated as “Cash to seller, possession Dec.1-1953, seller retains 5% land owner royalty, seller pays 1953 taxes, seller transfers all lease land to buyer.” The Defendants and no one else signed the appointment of the agent. Carnell then found a buyer, the Plaintiff, who tendered a check for $2,500.00 toward the purchase, and arranged a meeting with the parties at which time Plaintiff and Defendants got into a dispute, which caused the Defendants to refuse to convey. The Plaintiff sued Defendants for specific performance. The lower court found that the Plaintiff failed to furnish any memorandum sufficient under the statute of frauds subscribed by Defendants or their autho
    rized agent with respect to the agreement for the sale of property alleged by the Plaintiff. The Plaintiff appealed.

    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.

    Dissent. The dissent would hold that the “Appointment of Agent” signed by Defendants was not a power of attorney, but merely a thirty day listing agreement with the listing real estate agent Carnell. Thus, the Defendants should not be forced to sell to Plaintiff.

    Discussion. Clearly, when considering this result, any layperson that attempts to sell land without legal counsel is in great danger of making a costly mistake. In this case if the Defendants had simply qualified the language as to the terms of the sale, the result would likely have been different. Something like, “Any and all sales of any interest in the described real estate is subject to the final approval of the ‘Mattusheks’ and this appointment is not to be construed as an offer to sell,” may have worked.


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