Eagar v. Eagar

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Eagar, Inc.;
and L. Stanley Bell,
Plaintiffs and Appellees,

v.

James Leroy Eagar,
Defendant and Appellant.

MEMORANDUM DECISION
(Not For Official Publication)

Case No. 990539-CA

F I L E D
October 26, 2000  2000 UT App 293

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Second District, Farmington Department
The Honorable Rodney S. Page

Attorneys:
Paul M. Durham and Steve K. Gordon, Salt Lake City, for Appellant
Wesley C. Argyle and David O. Black, Bountiful, for Appellees

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Before Judges Greenwood, Bench, and Thorne.

BENCH, Judge:

Appellant James Eager first alleges that the trial court erred when it found no ambiguity in the phrases relating to lease payments in the contract. The source of Appellant's claim is that language describing the lease payments in the document entitled "Contingency Removal" is not verbatim to that in the document entitled "Counteroffer," which had been accepted and was included in the terms of the purchase contract.

The language at the top of the Contingency Removal states: "I/We the undersigned party(ies) remove the contingency(ies) from the Offer for Purchase and Sale of Assets which read as follows:" (emphasis added). By the parties' own affirmation, paragraph number 2 in the Contingency Removal is intended as a restatement of the agreement originally set forth in the Counteroffer. The Counteroffer unambiguously provides for a fixed rate of $2,281.00 for the first 24 months of the lease term. For the three-year balance of the lease term, the rate is to "tie to [the] CPI." The Contingency Removal restates this agreement providing for a "base rate of $2,281.00 per month for the first 24 months. Plus three years additional with an adjusted base tied to the C.P.I."

The Counteroffer, which the Contingency Removal purports to restate, indicates clearly that the rental rate for the three-year lease balance is to be adjusted by one and only one method-- by tying it to the consumer price index. We find no other plausible meaning of the parties' plain language regarding the method of adjusting the rental rate beginning in the third year of the lease term. "'Ambiguity of language is to be distinguished from unintelligibility and inaccuracy, for words cannot be said to be ambiguous unless their signification seems doubtful and uncertain to persons of competent skill and knowledge to understand them.'" R & R Energies v. Mother Earth Indus., 936 P.2d 1068, 1074 (Utah 1997) (citation omitted). While in Appellant's mind the language may be inaccurate in reflecting his ultimate intent, it cannot be said to be ambiguous to a person of "competent skill and knowledge." Id.
 

Having found the contract's language regarding the lease terms unambiguous as a matter of law, the trial court properly determined that no issues of material fact remained. See Utah R. Civ. P. 56(c). Although Appellant argues that there are still unresolved issues regarding the existence and terms of a lease, this case concerns Appellant's failure to provide a lease that complies with the terms agreed to in the purchase contract. The only stumbling block in the lease agreements that Appellant submitted to Appellee Bell was the issue of the rental rate after the initial 24 months. Having resolved that issue, the trial court found no other disputed issues that would prevent Appellant from fulfilling his contractual obligation to provide a lease document to Appellee reflecting the terms of their sale agreement. Therefore, we conclude that the trial court properly granted summary judgment in favor of Appellee. See id.

Accordingly, we affirm.
 
 
 

______________________________
Russell W. Bench, Judge -----

WE CONCUR:
 
 
 

______________________________
Pamela T. Greenwood,
Presiding Judge
 
 
 

______________________________
William A. Thorne, Jr., Judge