Richard B. Smith Real Estate, Inc. v. Knudson

BAKES, Justice.

Richard B. Smith Real Estate, Inc., appeals the district court’s grant of the Knudsons’ summary judgment motion. In granting the motion, the district court ruled that the Knudsons need not pay a realtor’s fee, pursuant to a broker’s contract executed between Richard B. Smith and the Knudsons, when the Knudsons’ property was reconveyed to the successor of the original contract seller to prevent forfeiture of the property. We affirm the district court.

On February 1, 1980, respondents, Marvin K. and Christine B. Knudson, entered into a contract to purchase real property from Dennis Dillon, Joan Dillon, Henry Batey and Marie Batey. The contract required the Knudsons to pay $168,857.04 for the property. Shortly after the purchase, the seller’s interest was transferred to Batey, Inc.

In September of 1981, Mr. Knudson lost his job in Boise. Unable to make a $20,000 balloon payment which was due on October 15, 1981, the Knudsons received an extension from Batey, Inc., extending the time of payment until May 1, 1982.

On November 17, 1981, the Knudsons entered into a brokerage contract giving Richard B. Smith Real Estate exclusive authority to sell the property. The brokerage contract was terminated on June 1, 1982. Under the brokerage contract, Richard B. Smith Real Estate was to receive a 6% commission not only if it sold the property, but also if the “[ojwner or anyone else sells, trades or in any way disposes of the property within the time specified herein.” The contract also contained an attorney fee clause which awarded attorney fees to the successful party in the event of any litigation or controversy arising out of the contract.

Subsequent to the execution of the broker’s contract Mr. Knudson obtained employment with Iowa Beef Processors and moved to Sioux City, Iowa. As part of the contract of employment, Iowa Beef Processors agreed to pay the Knudsons $12,-000 as a reimbursement for anticipated realtor’s fees.

While the property was listed with Richard B. Smith Real Estate, only one prospective buyer looked at the property. That *599prospective buyer was Carolyn Batey Nagy, the daughter of two of the original sellers. Although she deposited $1,000 in earnest money with Richard B. Smith Realty, Ms. Nagy could not find the financing necessary to complete the purchase. Thus, a buyer for the property was not found and the Knudsons were unable to make the $20,000 balloon payment due on May 1, 1982.

Rather than face forfeiture of the property, the Knudsons agreed to quitclaim the property to Batey, Inc. In exchange Batey, Inc., paid the Knudsons $5,000 as a reimbursement for improvements made to the property by the Knudsons. (The record does not indicate whether this was an oral arrangement or whether a written contract was executed.) A quitclaim deed was prepared by Batey, Inc., and mailed to the Knudsons. The Knudsons executed the deed on May 26, 1982, and returned it by mail. The deed was received by Batey, Inc.’s, attorney on June 2, 1982. No commission was paid to Richard B. Smith Realty following this exchange.

Richard B. Smith Realty filed suit alleging breach of the broker’s contract. Both parties filed motions seeking summary judgment.

The district court denied Smith’s motion for summary judgment and granted the Knudsons’ motion for summary judgment on the grounds that the broker’s agreement was clearly intended to apply only to voluntary “dispositions” of the property. The court also noted that Ms. Nagy’s earnest money was to be apportioned between the parties equally according to the earnest money agreement. As prevailing parties in a dispute arising from the broker’s contract, the Knudsons were awarded attorney fees and costs. The sole issue on appeal is whether the district court correctly determined that the Knudsons were not liable under the broker’s contract for payment of a broker’s commission when the Knudsons’ property was reconveyed to the successor of the original contract seller to prevent a forfeiture.

I

The trial court ruled that the word “dispose” in the agreement clearly did not “apply to a deed received by a third party in lieu of forfeiture, or foreclosure.” We agree with the district court. The purpose of the broker’s contract was to compensate Richard B. Smith Real Estate for assisting the Knudsons in the sale of their home. Richard B. Smith Real Estate’s broad interpretation of the word "dispose” would require commission payment for transfers unrelated to a voluntary disposition of the home. Such a broad construction could require payment of a commission if the property were transferred during probate or seized for satisfaction of unpaid property taxes. Thus, the district court was correct in granting the Knudsons’ summary judgment motion.

II

In any event, the trial court’s decision should be affirmed if the grant of the summary judgment order was proper on any ground. See City of Weippe v. Yamo, 96 Idaho 319, 323, 528 P.2d 201, 205 (1974); Church v. Roemer, 94 Idaho 782, 787, 498 P.2d 1255, 1260 (1972).

It is undisputed that the broker’s contract expired June 1, 1982. Batey, Inc., did not receive the deed until June 2, 1982, the day following expiration of the contract. Since a valid transfer of title requires delivery by the grantor and acceptance of the deed by the grantee, Blankenship v. Myers, 97 Idaho 356, 367-68, 544 P.2d 314, 325-26 (1975); Crenshaw v. Crenshaw, 68 Idaho 470, 475, 199 P.2d 264, 266 (1948), it is clear that the transfer of the property was not complete until after the expiration of the contract. Accordingly, the district court was correct in granting the Knudsons’ summary judgment motion since Richard B. Smith Realty would not be entitled to a commission on this transfer. Pursuant to the broker’s contract, the Knudsons are to be awarded attorney fees as the successful party in this appeal.

*600SHEPARD and HUNTLEY, JJ., concur. DONALDSON, C.J., sat but did not participate.