Opinion
Oct. 27, 1970.
Editorial Note:
This case has been marked 'not for publication' by the court.
Page 277
Delaney & Balcomb, Robert Delaney, Glenwood Springs, for plaintiff in error.
Parkison, Stewart & Stoddard, Charles M. Stoddard, Glenwood Springs, for defendants in error.
COYTE, Judge.
This case was originally filed in the Supreme Court of the State of Colorado and subsequently transferred to the Court of Appeals under authority vested in the Supreme Court.
This is an action for specific performance. John and Mary O'Brien, plaintiffs at the trial, initiated this suit in order to require defendant, Roaring Fork Land & Cattle Company, to convey title to a certain tract of land located near Aspen, Colorado. The trial court found that the parties had entered into a contract for the sale of this land, and decreed that defendant must convey title to plaintiffs. Defendant appeals.
We will start with the general statement of law that the trial court's findings, if supported by competent and sufficient evidence, will not be disturbed on review even though reasonable men might have reached a different conclusion based upon the same evidence. Teodonno v. Bachman, 158 Colo. 1, 404 P.2d 284. Reviewing the evidence with this in mind, the following facts emerge:
(1) An agreement for the sale of property was signed by both parties and included a rough description of the property to be conveyed (to be followed by a subsequent legal survey supplied by defendant); a purchase price of $10,000 was agreed to; a down payment of $1,000 was provided for, with an additional $2,000 to be paid on delivery of deed; method of payment of the balance of the contract price was agreed upon; and a restriction on the use of the property was included.
(2) A survey was supplied by defendant.
(3) A warranty deed was issued, with plaintiffs named as grantees and signed by H. A. Deane and Louise G. Deane in their respective roles as president and secretary of the defendant corporation. Upon the request of the administrator of H. A. Deane's estate (H. A. Deane having died in the interim), the deed was not recorded, purportedly, in order to facilitate administration of the estate.
(4) Plaintiffs paid $3,000 on the purchase price and as evidence of their indebtedness on the balance due, executed a deed of trust and promissory note and delivered the same to the defendant.
Based upon the above and other evidence presented at trial, the trial court concluded that an agreement for the sale of this property had been consummated. We concur in that finding.
It is defendant's contention that the evidence established that, since certain conditions and terms of the sale had not been agreed upon, no mutual assent to be bound by this agreement existed. The trial court recognized that these conditions had not been included in the written contract, but the court found that the parties intended to reduce these matters to writing in a supplementary agreement.
The court held that the contract contained all of the essential terms of the sale and the basic foundation of the contract for purchase and sale was present, the contract was complete on its face, and the parties intended to be bound by this contract as executed.
We agree with this finding. In construing a contract the intent of the parties as evidenced by the surrounding facts and circumstances must be given affect. American Mining Co. v. Himrod-Kimball Mines Co., 124 Colo. 186, 235 P.2d 804. Contrary to defendant's assertion, the mere fact that certain conditions or terms were omitted does not prevent a mutually binding contract from coming into effect. The omission of details, which were not intended by the parties as being conditions precedent to the formation of a contract, will not prohibit a court from decreeing specific performance in cases where the essential terms of the agreement have been reached, and the parties intend to be bound by these terms. Coulter v. Anderson, 144 Colo. 402, 357 P.2d 76.
Defendant's next argument is that the plaintiffs are not the real parties in interest, since they conveyed by warranty deed to a third party any interest they may have had in this property before the initiation of this proceeding. We find little merit to this argument.
The deed by which plaintiffs conveyed their interest to the third party was a general warranty deed and the grantors still had a duty to protect the title in their grantees and therefore had standing to enforce this suit in equity. Patterson v. T. J. Moss Tie Company, 46 Tenn. 405, 330 S.W.2d 344.
Finally, defendant argues that the Statute of Frauds should bar this suit since certain of the conditions to be agreed upon at a later date had not been reduced to writing. In this connection we quote Coulter v. Anderson, Supra:
'In view of our conclusion that there was a binding contract notwithstanding that some provisions were oral and others were in writing, and consistent with our conclusion that the parties did not intend to postpone a legal meeting of the minds until some future occasion, we must determine that the Statute of Frauds * * * is not applicable.'
Judgment affirmed.
SILVERSTEIN, C.J., and DUFFORD, J., concur.