Dunn v. Prichard

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Douglas W. Dunn and Ruth E. Dunn,
husband and wife,
Plaintiffs and Appellants,

v.

Agnes Prichard; Seven Prichard; Jean S. Kump
aka Wanda Jean Kump, trustee of the Jean S. Kump Trust;
and Delbert Keith Kump and Jodi Sue Dembowski,
personal representatives of the Shirl R. Kump Estate,
Defendants and Appellees.

MEMORANDUM DECISION
(Not For Official Publication)

Case No. 20000823-CA

F I L E D
August 30, 2001 2001 UT App 252 -----

Eighth District, Vernal Department
The Honorable John R. Anderson

Attorneys:
Daniel S. Sam, Vernal, for Appellants
Clark B. Allred and Clark A. McClellan, Vernal, for Appellees

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Before Judges Jackson, Orme, and Thorne.

ORME, Judge:

The lack of earnest money, omission of a closing date, and identification of other terms as "N.A." do not render the contract unenforceable in this case, for essentially the reasons argued by appellants.(1) Therefore, the trial court erred in granting appellees' motion for summary judgment. However, it does not follow that appellants are entitled to summary judgment.

In their motion for summary judgment, appellees contended that appellants led them to believe that what they signed was merely a preliminary document appellants could use to help determine if financing could be obtained and was not intended to be a binding contract for the sale of real estate. Appellants challenge this contention factually, but also argue that extrinsic evidence regarding the intention of the parties and their discussions leading up to the signing of the document is not admissible to vary the terms of an integrated contract.

While this precept is generally true, Utah courts have long held that "[p]arole evidence is admissible to show the circumstances under which the contract was made or the purpose for which the writing was executed." Union Bank v. Swenson, 707 P.2d 663, 665 (Utah 1985). See also Berkeley Bank for Coops. v. Meibos, 607 P.2d 798, 801 (Utah 1980)(indicating parole evidence was properly admitted to show that signed notes were represented as being "just a formality" in obtaining loans and not intended by defendants to be contracts); Bybee v. Stuart, 189 P.2d 118, 122 (Utah 1948)(explaining parole evidence is admissible to show that what appears to be a warranty deed was actually given only for security purposes).

Particularly insightful is the case of Union Bank v. Swenson, where a unanimous Utah Supreme Court held that allegations, such as those made by the appellees in this case, "raise a genuine issue of material fact as to whether the parties assented to the writing as a final statement of the intended agreement or executed it for some other purpose." 707 P.2d at 666. The Union Bank Court further explained that "parole evidence, indeed any relevant evidence, is admissible" to assist a court in determining whether a writing was intended by the parties to be a fully integrated agreement. Id. at 665.

Thus, appellees' contention in this regard is not foreclosed as a matter of law. The relevant material facts are in dispute, however, meaning the claim cannot be resolved on summary judgment. See Utah R. Civ. P. 56(c). Accordingly, we affirm the trial court's denial of appellants' summary judgment motion, reverse the trial court's grant of appellees' summary judgment motion, and remand for trial or such other proceedings as may now be appropriate.
 
 

______________________________
Gregory K. Orme, Judge -----

WE CONCUR:
 
 

______________________________
Norman H. Jackson,
Associate Presiding Judge
 
 

______________________________
William A. Thorne, Jr., Judge

1. More troubling is the lack of any detail concerning the seller financing called for in the agreement. However, such uncertainty does not invalidate a contract. Rather, a requirement of full cash payment at closing will be implied. See Reed v. Alvey, 610 P.2d 1374, 1378-79 (Utah 1980).