U. S. Enterprises, Inc. v. Dauley

DOUGHTY, Justice

(dissenting).

I respectfully dissent.

The sole question before the Court in this case is whether the trial court correctly held that the description of a certain tract of land in a contract for its sale does not meet the requirements of Tex.Bus. & Comm.Code Ann. § 26.01 (1968), the Statute of Frauds, as a matter of law. The description in question is part of a contract by which Coke L. Gage agreed to sell certain property in Wise County to U. S. Enterprises, Inc. U. S. Enterprises has sued Gage for specific performance of this contract. The proof submitted on summary judgment, construed in the light most favorable to U. S. Enterprises, the non-movant for summary judgment, reveals the following: while U. S. Enterprises’ suit against Gage was pending, Frank E. Snell, the president of U. S. Enterprises, learned that Dean I. Dauley was negotiating with Gage for the purchase of a tract of land of approximately thirty acres in Wise County, which tract Gage had agreed to sell to U. S. Enterprises under the contract in litigation. The day before Gage deeded this thirty-acre tract to Dauley, Snell informed Dauley by phone that he was claiming that the property was included in his contract with Gage. After Snell learned that Gage and Dauley had consummated their sale, he joined Dauley in his suit against Gage, seeking to set aside the sale. Dauley moved for summary judgment, contending that the U. S. Enterprises-Gage contract was unenforceable as to the thirty acres because it did not comply with the Statute of Frauds’ requirement that the property be described in the contract with reasonable certainty. The trial court granted Dauley’s motion for summary judgment, and, after a severance, U. S. Enterprises has appealed that ruling.

The relevant provisions of the U. S. Enterprises-Gage contract are as follows:

That we, Coke L. Gage and wife, Donnie Gage (hereinafter called Seller, whether one or more) hereby sell and agree to convey to U. S. Enterprises, Inc., or its nominee (hereinafter called Pur*632chaser), and Purchaser hereby buys and agrees to pay for 600 acres of land, more or less, out of the J. G. Bullock Survey, Abstract No. 79, the David Moses Survey, Abstract No. 537, and the J. H. Moore Survey, Abstract No. 538 in Wise County, Texas, being generally described in ten (10) tracts as follows:
(1) 115.012 acres known as the Foster Estate property;
(2) 157.483 acres known as the Burress property;
(3) 193.97 acres known as the McDer-mitt property;
(4) 26.92 acres known as the Brown property;
(5) 21 acres, more or less, known as the Annie Mae Stevens property;
(6) 15 acres, more or less, known as the Elmer Wallace property;
(7) 32.34 acres, known as the Stevens property;
(8) 18.57 acres known as the Wallace property;
(9) 26 acres, more or less, known as the Harvey Burress property; and
(10) 6 acres, more or less, known as the Decatur Baptist College property;
Said property marked on Exhibit “A” attached hereto and colored in green with the Bullock property colored in orange. Said contract includes all of the land owned in said surveys above described exclusive of the 200 acres in the J. H. Moore Survey described in Paragraph 15 hereof. It is understood that said lands are to be conveyed by accurate ground survey prepared by registered public surveyor or surveyors which said survey shall be furnished at Seller’s expense pri- or to closing.

Exhibit A, attached to the contract, was a sketch of the property to be conveyed. Below is the relevant portion of that sketch, with the parts which were colored in the original sketch designated by diagonal lines (the tract labeled “163.5 C. L. Gage” was colored in orange, the rest green):

*633

The tract which Dauley purchased from Gage is all that property lying within the triangle created by the intersection of Highway 287 and 81, Highway 51 and West Thompson. This tract is visible on the right-hand portion of the sketch reproduced above. It is uncontested that U. S. Enterprises and Gage intended to include this triangle as part of the property to be conveyed under their contract of sale. Frank Snell states in his affidavit in opposition to Dauley’s motion for summary judgment that this triangle encompasses the last two tracts described in the written portion of the contract: “(9) 26 acres, more or less, known as the Harvey Burress property,” and “(10) 6 acres, more or less, known as the Decatur Baptist College Property.” There is no evidence to the contrary in the summary judgment proof. Both parties agree that this triangle lies in the A. J. Walker Survey, which is not mentioned in the contract.

The issue to be decided is whether the summary judgment proof establishes as a matter of law that the description of the triangular tract in the U. S. Enterprises-*634Gage contract does not comply with the Statute of Frauds’ requirement that all contracts for the sale of land be in writing. We are not asked to decide whether the U. S. Enterprises-Gage contract must fail in its entirety because of any insufficiency in the description of other property included in the contract. We must assume, therefore, that the contract can be enforced as to any part of the property intended to be conveyed whose description is sufficient, even though the description of other property may be insufficient to locate it with reasonable certainty. Nor must we decide whether the description of the thirty acres is in fact sufficient under the Statute of Frauds. There may be reasons to find the description insufficient which are not revealed by the summary judgment proof. The only issue before us is whether the summary judgment proof establishes that the description of the thirty-acre tract is insufficient as a matter of law. If not, then the trial court’s summary judgment for Dauley was erroneous.

The majority opinion correctly cites the rule for testing the sufficiency of a description of land in a contract of sale, but in my opinion the majority fail to correctly apply this rule to the contract before us. The majority have lost sight of the fundamental purpose of the Statute of Frauds, and as a result a rule whose purpose is to prevent fraud has been applied to thwart the expressed intent of the parties to the contract. The Statute of Frauds simply requires that all contracts for the sale of land be in writing. This requirement has long been interpreted to mean that the contract must furnish enough information to locate the property to be conveyed with reasonable certainty. As stated by this Court in Wilson v. Fisher, 144 Tex. 53, 188 S.W.2d 150, 152 (1945), “the writing must furnish within itself, or by reference to some other existing writing, the means or data by which the particular land to be conveyed may be identified with reasonable certainty.” The test to be applied to the description in the U. S. Enterprises-Gage contract, therefore, is whether it supplies the essential elements necessary to locate the thirty acres in question; or, in other words, whether the contract supplies “the means or data” from which a party familiar with the locality could locate the thirty acres with reasonable certainty.

What data does the contract supply? First, that the property to be conveyed lies within three surveys, J. G. Bullock, David Moses, and J. H. Moore, in Wise County; second, that the property consists of ten tracts, each given an approximate acreage and a name; and third, that it is the property colored in green and orange on a sketch which is attached to and made a part of the contract. Obviously, the most specific data provided by the contract is that found on the sketch itself. Using the sketch alone, it is apparent that the exact boundaries of at least one portion of the land colored thereon can be readily located, without reference to any additional or extrinsic information: that is, all the property lying within the triangle created by three roads which are named on the sketch, West Thompson on the south, Highway 287 and 81 on the west, and Highway 51 on the east. Indeed, there can be no other location in the State of Texas, so far as the summary judgment proof shows, where these named roads converge to create such a triangle. Even without the name of the survey or county in which this land lies, it is clear that any person given this sketch could locate that property and its boundaries with reasonable certainty. The named roads provide ready-made distance and course lines which can be located on the ground without reference to any other information. In fact, looking at the sketch, it is apparent that this triangle is the only tract of land whose boundaries are clearly located by lines which are visible on the ground. It is this same triangle which Dauley Enterprises has purchased from Gage.

The majority of the Court have held, nevertheless, that the description in the contract is insufficient to comply with the Statute of Frauds. A primary reason given by the majority for its holding is that the contract failed to name the Walker Survey, within which this triangle lies. Although *635the reasoning of the opinion is not clear, it is apparently asserted that, because of the omission of the Walker Survey from the contract description, it is impossible to determine from the face of the contract whether the parties intended to include the triangular tract within its terms — i.e., whether the parties intended to convey all the property colored on the sketch, or only that property on the sketch which is located within the three surveys named in the contract. Although this inconsistency does create an ambiguity, I respectfully disagree with the majority’s conclusion that the inconsistency is necessarily fatal to the description.

First, despite the majority’s strong reliance on survey names, it is clear that the failure to name a survey is not fatal to a description if the property can be located from the data in the contract without reference to a survey. See Easterling v. Simmons, 293 S.W. 690 (Tex.Civ.App. — Waco 1927, writ ref’d). When the sketch is applied to the ground, it is revealed that the triangle lies in the Walker Survey, which is adjacent to, and to the east of, the Bullock Survey. Thus, it is clear that some part of the description is erroneous — either the assertion that the property all lies in the Moses, Bullock and Moore Surveys, or the inclusion of the triangle within the colored portion of the map. A false or contradictory element in a description does not necessarily make it insufficient, however. The description will be upheld, and the contradiction will be harmless, if one can still determine the intention of the parties with reasonable certainty from the data supplied by the contract. Roberts v. County of Robertson, 48 S.W.2d 737 (Tex.Civ.App. — Waco 1932, writ ref’d); Wilemon v. State, 385 S.W.2d 573 (Tex.Civ.App. — Dallas 1964), reversed on other grounds 393 S.W.2d 816 (Tex.1965).

In determining the parties’ intent where there is some conflict in the data of description, it is a well known rule of construction that specific language of description controls more general language. Cullers v. Platt, 81 Tex. 258, 16 S.W. 1003 (1891); 19 Tex.Jur.2d Deeds § 114 (1960). Applying this rule to the case before us, I believe that the contract clearly expresses an intent that the triangle be included as part of the property to be conveyed, even though the Walker Survey was omitted from the description. The sketch certainly provides more specific descriptive data than a survey name. Viewing the contract as a whole, it is evident that the Walker Survey was omitted by mistake. Where a part of a description is obviously false, that part may be disregarded and the description sustained as valid if, after rejection of that which is false, the remaining data is sufficient to identify the property with reasonable certainty. Cartwright v. Trueblood, 90 Tex. 535, 39 S.W. 930 (1897); Reserve Petroleum Co. v. Harp, 148 Tex. 448, 226 S.W.2d 839 (1950). Since it is clear that the triangle can be located without reference to a survey, the failure of the parties to name the Walker Survey is not fatal to the description.

The majority opinion also holds that, even if the contract had been reformed to include reference to the Walker Survey, the description of the triangle would still be fatally defective. Although the reasoning of the opinion is again unclear, the majority apparently deem it necessary to the description that each of the ten named tracts be specifically identified on the sketch. I am unable to see why such a requirement should be imposed. As movant for summary judgment, it was Dauley’s burden to show that the description in the contract was defective as a matter of law. Dauley has submitted no evidence to show that the triangle is not one of the ten listed tracts named in the written portion of the contract. Snell, the president of U.S. Enterprises, has alleged in his affidavit in opposition to Dauley’s motion for summary judgment that the property within the triangle is described as tract (9), “26 acres, more or less, known as the Harvey Burress property,” and tract (10), “6 acres, more or less, known as the Decatur Baptist College property.” No evidence to the contrary appears in the record. If Dauley could show that none of the ten tracts describe property in the triangle, then the ambiguity created by *636such an inconsistency between the written portion of the contract and the sketch might indeed be fatal to the description. Absent such a showing, however, it cannot be said that a fatal ambiguity exists as a matter of law.

The majority, I believe, have made this case unnecessarily difficult by failing to properly formulate the issue before us. The opinion states that “[t]he sole question is whether the summary judgment proof established as a matter of law that the written descriptions of tract 9 and tract 10 in the U. S. Enterprises-Gage contract (including the map) were insufficient under the Statute of Frauds to locate such tracts with reasonable certainty as comprising the triangle in the A. J. Walker Survey.” Does this mean that petitioner must be able to locate the boundaries of each of the two separate tracts within the triangle from the information supplied by the contract before he is entitled to specific performance? Why should he be required to do so, when the exact boundaries of the triangle itself are shown, and it is clear from the contract that the parties intended to convey all the property within the triangle? Do the majority intend to say that the sketch cannot be used to locate the property if the written portion of the contract is not sufficient by itself to locate the property, without the aid of the sketch? If so, the majority is simply refusing to consider the map as part of the contract. Although the parties’ use of a sketch to aid their description may be somewhat unorthodox, I cannot see why the information provided by the sketch should be ignored. Maps are often a valuable aid to the parties in determining exactly what property should be conveyed, supplying useful clues to the parties’ true intent where metes-and-bounds descriptions are defective. In the case at hand the sketch provides precisely the necessary specific information of location which the written description lacks.

The test for determining the sufficiency of the description in this case is much simpler than the majority’s statement of the issue would make it. That test is, could a person familiar with the locality, using only the written contract and the data it provides, locate the boundaries of the property in question and determine therefrom with reasonable certainty that the parties intended to include that property in their contract? I respectfully dissent from the majority’s conclusion that such person could not.

While I will not lengthen an already lengthy dissent by discussing the many cases cited by the majority, I believe that all the authorities there relied upon are distinguishable. When analyzed in light of the objective of the Statute of Frauds, these authorities are inconsistent with the result reached by the majority. The very case cited by the majority for the rule which it purports to follow, Wilson v. Fisher, is clearly distinguishable from the case at hand. In Wilson, the contract which the Court found insufficient under the Statute of Frauds was to convey a “brick duplex & garage apt. located at 4328-30 Cedar Springs . . . Room in back not included.” The Court correctly held that it was impossible to identify the property to be conveyed with any certainty from this description. Cases which upheld similar descriptions, and which the Court in Wilson expressly found were distinguishable from the description before it, include Morrison v. Dailey, 6 S.W. 426 (Tex.1887) (where the property was described as “my place, known as the ‘James Perry Tract of La,nd’ ”); Fulton v. Robinson, 55 Tex. 401 (1881) (“my own headright, lying on Rush Creek, in the cross timbers”); Cunyus v. Hooks Timber Co., 20 Tex.Civ.App. 290, 48 S.W. 1106 (1889, no writ) (“one tract of land, known as the ‘Vanmeter Survey’ ”); and Sorsby v. Thom, 122 S.W.2d 275 (Tex. Civ.App. — Galveston 1938, writ dism’d) (“Rock Island Plantation”). I believe that the description in the case before us is certainly as specific as the descriptions held sufficient in these cases.

The majority also rely on a more recent decision by this Court concerning the problem of sufficiency of description in a con*637tract of sale, Morrow v. Shotwell, 477 S.W.2d 588 (Tex.1972). Morrow is also easily distinguishable from the case at hand. The description there before the Court was of a certain tract

out of 145.8 acre tract of the Jefferson McGrew Survey No. 245, which acreage lies North of a line beginning at the Northeast corner of the First Tract above described and running North 75° East to a point in the West Boundary Line of Public Highway No. 277, commonly known as the Anson-Hawley-Abilene Highway, Jones County, Texas.

Although this description appears very detailed, it is apparent upon closer examination that the only boundary line provided by the description is the one on the south; nothing in the description gives any information from which the eastern, western or northern boundary lines might be located. Nor could these lines be located by reference to the boundaries of the 145.8-acre tract mentioned in the description, since the contract itself did not provide the boundaries of the larger tract, and its location could be supplied only by extrinsic evidence. Unlike the U. S. Enterprises-Gage contract, the Morrow contract contained no map from which the parties’ intent could be further determined. The Morrow opinion correctly held that the contract did not provide the essential data from which the property’s boundaries could be located on the ground with reasonable certainty.

Each case must stand on its individual facts, but the only question in every instance is whether the parties’ intent can be ascertained with reasonable certainty from the face of the written instrument. I respectfully disagree with the conclusion of the majority that the written instrument in this case does not adequately reflect that intent. I would hold that Dauley has not proved as a matter of law that the description in question is insufficient to satisfy the Statute of Frauds.

POPE, REAVLEY and McGEE, JJ., join in this dissent.