Metropolitan Mortgage & Securities Co. v. Belgarde

CARDINE, Justice,

dissenting.

Metropolitan Mortgage and Securities Co., Inc. (Metropolitan), sued the buyer, Charles P. Belgarde, for specific performance of an installment land contract and damages for past due payments. Belgarde was granted summary judgment which held that Metropolitan’s remedy on default was limited to retaking the property and retaining payments made as liquidated damages.

I would affirm the judgment of the trial court.

Metropolitan brings these issues:

*876“1. Did the trial court err in ruling that specific performance was not an appropriate seller’s remedy in this case?
“2. Did the trial court err in ruling that the seller was limited to the remedy of forfeiting the contract and taking the property back?”

In May 1982, Dale and Carolyn Schilling entered into an “Agreement for Warranty Deed” to transfer ownership of property in Gillette to Belgarde for a total purchase price of $495,000. Belgarde paid $6,041.81 at closing and assumed a note for $94,000 that was in the sellers’ names. An amount of $50,000 plus interest was due July 1983. Additionally, Belgarde assumed payments under the existing Agreement for Deed in the amount of $144,958.19. The remaining balance in the amount of $200,000 was to be paid in installments of $2,500 per month for ten years. A deed was to be held in escrow until Belgarde performed all the conditions of the contract. The Schillings assigned their interests in the land and the “Agreement for Warranty Deed” to Metropolitan in 1986. At the time of the assignment, approximately $190,761 was unpaid under the “Agreement for Warranty Deed.”

The agreement provided with respect to default on the buyer’s part:

“In the event of such a default Sellers, at their option, may declare this agreement null and void and may, with or without process of law, take immediate possession of the said premises and regard any persons thereon as guilty of forcible de-tainer; hold and retain all monies paid hereunder as liquidated damages, rent, and compensation for the use and benefit of the property. Sellers shall be entitled to any additional damages incurred as a result of Buyers’ holding over.
“In the event Sellers declare this agreement null and void in accordance with the terms hereof, the escrow agent shall deliver all of said instruments to Sellers upon the receipt of an affidavit of default for reasons hereinabove provided.”

During August 1988, Belgarde stopped making monthly payments. In February 1989, Metropolitan’s counsel sent Belgarde notice of default claiming an amount then due and unpaid of $17,995.15. In March 1989, Metropolitan filed suit alleging Bel-garde’s default; that it had no speedy and adequate remedy at law; and was entitled to specific performance of the “Agreement for Warranty Deed,” as well as damages for past due payments.

Both parties filed motions for summary judgment. Metropolitan claimed that forfeiture was not its only remedy for default and that it had a right to specific performance of the “Agreement for Warranty Deed” and damages for past due payments. Belgarde contended that Metropolitan was limited to the remedy specifically provided in the agreement, i.e., that of closing the escrow, retaining all payments as liquidated damages, and retaking the land.

The trial court denied Metropolitan’s motion on the specific performance issue but requested additional briefing before considering Belgarde’s motion and Metropolitan’s damage issue. A hearing followed in which the court granted Belgarde summary judgment, stating that “taking the property is [Metropolitan’s] only remedy.”

A grant of summary judgment is proper only when there is no genuine issue of material fact and the prevailing party is entitled to judgment as a matter of law. W.R.C.P. 56(c). Since no issue of material fact exists here, we concern ourselves only with the second prong of the requirement for a proper grant of summary judgment, i.e., whether Belgarde was entitled to summary judgment as a matter of law. Brazelton v. Jackson Drug Co., 796 P.2d 808 (Wyo.1990). Resolution of this case is a matter of contract interpretation, for which the rules are well established:

“ ‘The determination of the parties’ intent is our prime focus in construing or interpreting a contract. “If an agreement is in writing and the language is clear and unambiguous, the intention is to be secured from the words of the agreement.” [.Nelson v. Nelson, 740 P.2d 939, 940 (Wyo.1987).] When the language is clear and unambiguous, the writing as a whole should be considered, taking into account relationships be*877tween various parts. Contract construction and interpretation are done by the court as a matter of law.’ ” (citations omitted) Woods Petroleum Corp. v. Hummel, 784 P.2d 242, 243 (Wyo.1989) (quoting True Oil Co. v. Sinclair Oil Corp., 771 P.2d 781, 790 (Wyo.1989)).

The “Agreement for Warranty Deed” is not ambiguous. The trial court correctly determined that the instrument effecting sale of this real estate was a contract for deed in its purest form. When selling real estate, where the down payment is small when compared to the total sale price, a seller will often insist on selling by contract for deed as in this case — the reason being that buyer has no real equity in the real estate because of the small down payment and seller should not be put to the burden of foreclosure, sale at fair market value, right of redemption, dispute over possession and rentals and the exposure associated therewith. Thus, where sale is by contract for deed, upon default, seller can, by affidavit of default, terminate the contract and retake possession of the real estate with no further exposure or proceedings of any kind. On the other hand, where buyer makes a substantial down payment, buyer may insist upon a deed transferring title with a mortgage back to seller to secure rights available in foreclosure and to protect his substantial equity. See Cliff & Co., Ltd. v. Anderson, 777 P.2d 595, 601 (Wyo.1989) (explaining the differences between a mortgage and a contract for deed).

In this case, buyer paid $6,041.81 down at the time of purchase upon a total purchase price of $495,000. The contract for deed of the parties, rather than providing a “promise to pay,” states that buyer “shall pay” and “will assume” existing debts. Upon default, sellers may, at their option, declare the agreement null and void and retake possession. In the circumstances of this case the words “shall pay” express a prerequisite to receipt of the warranty deed and “at their option” means seller can declare a default or not as it chooses.

In the absence of a specific provision for alternative remedies, where sale is by contract for deed or agreement for warranty deed, as in this case, such remedies do not exist. An additional reason that such remedies should not exist is that they may be unenforceable. For example, enforcement might involve foreclosure and a deficiency judgment, but a seller is not entitled to a deficiency when a buyer defaults under a contract for deed. Cliff & Co., Ltd., 777 P.2d at 601. We should not impose a remedy we cannot enforce. See Restatement, Second, Contracts § 366 (1981). The agreement of the parties describes the remedy available as the trial court held.

I would affirm.