Taylor v. Parker

Taylor v. Parker
1980 OK 83
611 P.2d 1131
Decided: 05/27/1980
Supreme Court of Oklahoma

DAN TAYLOR AND HELEN TAYLOR, APPELLANTS,
v.
ROBERT PARKER, APPELLEE.

Appeal from the District Court, Tulsa County; Robert G. Green, District Judge.

¶0 The trial court struck appellants' allegations and prayer in reference to punitive damages in appellants' tort action against appellee based upon fraudulent misrepresentations. The trial court subsequently sustained appellee's demurrer to appellants' election to stand on their pleadings, rendered judgment for appellee. Appellants appealed.

REVERSED.

Cassidy, Corley & Ganem by Sam H. Cassidy, Tulsa, for appellants.

Jones, Givens, Brett, Gotcher, Doyle & Bogan, Inc., by Roy C. Breedlove, Tulsa, for appellee.

IRWIN, Vice Chief Justice.

[611 P.2d 1132]

¶1 Appellants commenced proceedings to recover actual and punitive damages against appellee for allegedly misrepresenting to them that he had the authority to sell a home which appellants wanted to buy. The trial court first struck appellants' allegations and prayer in reference to punitive damages. The court subsequently sustained appellee's demurrer to appellants' amended petition, and on appellants' election to stand on their pleadings the court rendered judgment for appellee. Appellants appealed.

¶2 In the contract for sale in which appellants were named the purchasers and the record owners were listed as the sellers, appellee signed the owners' names as their attorney in fact. Appellants alleged that appellee wrongfully and fraudulently misrepresented to them he was the agent and attorney in fact for the owners and had the authority to sell the home. Appellants alleged they relied upon the fraudulent misrepresentations and sustained damages by reason of such misrepresentations. [611 P.2d 1133] Appellants further alleged that after appellee finally told them that he was not the sellers' attorney in fact and the contract was not binding, they immediately re-entered the market to mitigate their damages. Appellants attached to their amended petition the "Contract for Sale" and also a "Mutual Release of Contract." It was this "Mutual Release of Contract" that appellee relied upon in his brief filed in the trial court in support of his demurrer.

¶3 In the release the "Seller, Buyer, and Broker(s) hereby agree to and hereby release and discharge one another from any further obligations under the terms of the Contract. The Contract is hereby rescinded and void." The contract referred to in their release is the "Contract for Sale" in which appellee had signed the sellers' (owners) names as their attorney in fact. Appellants and the brokers signed this release and the names of the "owners" were signed by appellee.

¶4 Appellants contend that the release does no more than rescind the purchase contract and releases all the parties from any obligation under its terms. On the other hand, appellee argues that was a general release and that it exonerated him from any liability to the appellants. The basis of this argument is the general rule that an agent, acting within the scope of his authority for a disclosed principal, is not bound by the contract which he signed for his principal. See Moran v. Loeffler-Greene Supply Company, Okl., 316 P.2d 132 (1957). Thus he argues that any release of the disclosed principal, the "owners" in the case at bar, released him as their agent.

¶5 This argument overlooks a critical fact. Appellants do not contend that appellee is responsible under the contract, but are suing on an independent tort allegedly committed by the appellee, i.e., for wrongful and fraudulent misrepresentations. The release relied upon by appellees by its terms released the parties only from "any further obligations under the terms of the contract." Indeed the document is entitled "Mutual Release of Contract." The release provisions are contractual, and the language of a contract is to govern its interpretation, if the language is clear and explicit and does not involve an absurdity. Kay Pharmacal Co. v. Dalious Const. Co., Okl., 276 P.2d 756 (1954). The release did not operate to free the appellee of any responsibility which he may have as a result of the alleged wrongful and fraudulent misrepresentations enumerated in appellants' petition. That is the only basis on which it is argued that the amended petition does not state a cause of action, and accordingly, the sustaining of appellee's demurrer and rendering judgment for the appellee was erroneous.

¶6 Appellants also contend that the trial court erred in striking their allegations and prayer in reference to punitive damages. Appellants' action against appellee is based upon wrongful and fraudulent misrepresentations and their amended petition alleges the necessary elements of actionable fraud as delineated in State ex rel. Southwestern Bell Tel. Co. v. Brown, Okl., 519 P.2d 491 (1976). In addition to setting forth the elements of actionable fraud, the Southwestern Bell case also discussed an award for punitive damages. The court said:

"The measure of damage for breach of an obligation not arising from contract is the amount which will compensate for all detriment proximately caused thereby. 23 O.S. 1971 § 61 . A jury, however, may give exemplary damages in such a case where the defendant has been guilty of actual or presumed fraud."

¶7 The trial court erred in striking appellants' allegations and prayer for punitive damages.

¶8 JUDGMENT REVERSED.

¶9 All the Justices concur.