Property

Brief

Gerruth Realty Co. v. Pire

Procedural History:

• Lower court concluded that defendants were entitled to a dismissal of the complaint.
• Plaintiffs appeal.
• Affirmed.

Facts:

• June 15, 1960, defendants signed an instrument designated “Deposit Receipt and Purchase Agreement” and it was thus accepted by the plaintiff.
• Purchase price was for property worth $30,000.
• $5,000 was the down payment and was paid by a note.
• There was a typewritten clause:
  • Offer was conditioned upon the defendant’s buying the Putterman property for $40,000 and the offer was void unless the closing of the purchase of the two properties took place simultaneously.
• There was a further clause stating:
  • This offer to purchase is further contingent upon the purchaser obtaining the proper amount of financing.
• Pire did attempt to gain proper financing but was thus denied and unable to do so.
• The defendant then notified the plaintiff he could not go through with the contract because of his inability to obtain the proper financing.
• The plaintiff and the Puttermans offered to finance the purchase of the properties to the extent of $45,000, which was refused by the defendants.
• Thus, this action was brought.

Issue:

• Whether the contract is definite enough to be sustained or if indefinite, whether it may be given a meaning which renders the contract certain?

Holding:

• No. Affirmed.

Reasoning:

• A contract is certain which may be made certain from the surrounding circumstances.
• The defendants believe the clause about financing in the contract gave them the option as to what financing to use.
• But, the problem presented is whether there is sufficient evidence upon which this court can ascertain the intention of the parties, i.e. was there a meeting of the minds?
• The court is unable to find in the evidence any indication which even a reasonable inference can be drawn that the parties contracted knowingly and in light of any current practices in the community of Beloit with respect to financing of similar transactions.
• The court found the task of interpreting this contract, on the evidence presented, impossible and must hold the contract void for indefiniteness.