Sterling v. Taylor

152 P.3d 420 (2007)


P drafted a memo for the sale of three properties. They are identified in the memorandum as “808 4th St.,” “843 4th St.,” and “1251 14th St.,” with an aggregate price term of “approx 10.468 X gross income, estimated income 1.600.000, Price $ 16,750.00.” P dated and initialed the memorandum as “Buyer,” but the line he provided for “Seller” was left blank. D asserts he did not sign the document because he needed approval from a majority of SMC's limited partners. The sales price was a clerical error as it was missing (000) three digits. Two days later, P wrote to D, referring to the properties by street address only, and stating “this letter will confirm our contract of sale of the above buildings.” The letter discussed deposits given by P to D and tax issues.  Price terms were not mentioned. Both parties signed the letter, with D beneath the handwritten notation “Agreed, Accepted, & Approved.” Plaintiff claims the first memorandum was attached to the second letter, which D annotated and signed in his presence. D insists nothing was attached to the second letter, which he did not sign until March 30. D sent three formal purchase agreements with escrow instructions. P refused to sign because after reviewing the rent rolls, he determined the actual rental income was $1,375,404, not $1,600,000 as estimated. P wanted to lower the price to $ 14,404,841, based on the actual rental income figure and the 10.468 multiplier. D refused to lower the price. P sued D for breach of contract.  D plead the statute of frauds. The court granted summary judgment with the price terms to uncertain. The Court of Appeals reversed as extrinsic evidence clarified the price term. D appealed.