Ora A. CYPERT, Appellant,
Frances F. HOLMES, Executrix of the Estate of Fred W. Holmes, deceased, Appellee.
[81 Ariz. 65] Milton L. Ollerton, Phoenix, for appellant.
Mark Wilmar, Phoenix, for appellee.
LA PRADE, Chief Justice.
This is an appeal from a judgment in the trial court dismissing the plaintiff's complaint on the ground that it did not state a plaint on the ground that it did not state a claim upon which relief could be granted. Plaintiff was given the right to amend, but believing that his complaint did state a cause of action decided to stand on the complaint and appeal.
In brief the complaint alleges that the plaintiff, through an agent, was negotiating for the sale of certain lands located in Yuma County. On July 9, 1954, as a result of the negotiations, defendant wrote the following letter to plaintiff's agent:
'Enclosed is a check in the amount of $3,000.00 as earnest money or to be applied on lease money. We will pay you $47,500.00 cash on your land in Cibola Valley located in Section 6, 1, 2 and 3 being approximately 183 acres deeded land and adjoining Accreation land that runs with the deeded land. We reserve the right to pay the $47,750.00 cash or lease with option to buy,
for a term of three years for $17,000.00 leaving a balance due of $30,750.00 for the purchase price payable on or before June 1, 1957.
'We also reserve the right to exercise our option at any time we choose during the three-year period.
'If the above is acceptable by you we would like to set up the deal in [81 Ariz. 66] escrow at Phoenix Title & Trust Co., Yuma, Arizona, on or before July 16, 1954.'
According to the complaint, plaintiff accepted the offer made in defendant's letter and opened an escrow with the title company prior to July 16, 1954, and executed and delivered to said company a lease containing the terms and option to buy as set forth in the above letter. Thereafter, defendant refused to go through with the deal and plaintiff instituted this action for damages allegedly resulting from said breach of contract.
The sole question before this court is whether the offer made by defendant and accepted by plaintiff created a valid lease with option to buy agreement, or whether the offer contemplated the settlement of additional necessary details before becoming final. If the former, the complaint is good; if the latter, it was properly dismissed.
In essence, defendant's letter suggests a three-year lease with option to buy the land in question. The total rent was to be $17,000 for the three years and said amount was to be credited against the purchase price of $47,750, leaving a balance of $30,750 if the option were exercised. There was no mention of when the lease was to commence, or when or how the rent was to be paid. The letter stated that defendant was to have the right to exercise the option at any time during the three-year term, but at the same time agreed to pay the balance of the purchase price, if the option were exercised, by June 1, 1957. This certainly was inconsistent since obviously the three-year period would have extended beyond June 1, 1957 if the lease were not to begin until at least some time in July, 1954.
We agree with the following language from Scholtz v. Northwestern Mut. Life Ins. Co., 8 Cir., 1900, 100 F. 573, 574, quoted with approval in Denson v. Mapes, D.C.Nev., 1947, 71 F.Supp. 503:
'It may be conceded that an agreement to enter into a lease will neither be enforced in equity nor at law if it appears from the face of the agreement that any of the terms of the lease, no matter how unimportant they may seem to be, are left open to be settled by future conferences between the lessor and lessee. In such cases there is no complete agreement; the minds of the parties have not fully met; and, until they have, no court will undertake to give effect to those stipulations that have been settled, or to make an agreement for the parties respecting those matters that have been left unsettled.'
See Peer v. Hughes, 1923,25 Ariz. 105, 213 P. 691; Mercer v. Payne & Sons Co., 1927,115 Neb. 420, 213 N.W. 813; Keys v. Klitten, 1944,21 Wash.2d 504, 151 P.2d 989. [81 Ariz. 67] See, also, Annotations-Contract-When ...