{
  "id": 5441441,
  "name": "J. L. WATTS CO., Plaintiff-Appellant, v. CLARENCE MESSING, Defendant-Appellee",
  "name_abbreviation": "J. L. Watts Co. v. Messing",
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  "provenance": {
    "date_added": "2019-08-29",
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  "casebody": {
    "judges": [],
    "parties": [
      "J. L. WATTS CO., Plaintiff-Appellant, v. CLARENCE MESSING, Defendant-Appellee."
    ],
    "opinions": [
      {
        "text": "PRESIDING JUSTICE BARRY\ndelivered the opinion of the court:\nThis is an appeal by plaintiff, J. L. Watts Co., of a judgment entered by the circuit court of Rock Island County in favor of. defendant, Clarence Messing, in a suit for specific performance of a real estate sale/purchase contract.\nMessing is the owner of business property located at 819 East First Avenue in Coal Valley, Illinois. In July of 1981, Messing listed the property for sale with Charles Heriford, an agent of the Lohman Brothers real estate firm.\nPlaintiff, who had previously inquired of Heriford about the availability of business property in the Coal Valley area, was informed by Heriford of the property and arranged to have his employee, Tom Clark, inspect it.\nAfter the inspection, Messing offered to sell for $160,000. This was promptly refused by James Watts, president of J. L. Watts Co. However, still interested, Watts personally inspected the property and authorized Heriford to present his counteroffer for $100,000. Watts made out a check for $14,000 payable to Lohman Brothers representing earnest money to be applied as a down payment on the purchase price. The counteroffer was presented to Messing by Heriford and accepted on July 22, 1981, when Messing signed a printed form sale/ purchase contract with the blanks completed by Heriford.\nAmong the terms of the sale/purchase contract, was a provision that Watts would assume Messing\u2019s loan on the property at the Coal Valley Bank, the balance of which was $21,000, and Watts would pay the remaining $65,000 on a contract for deed. This arrangement turned out to be unacceptable to the Bank, and a second sale/purchase contract was thereafter drawn to eliminate the loan assumption references. This contract specified merely that the full $86,000 balance due Messing would be \u201ccarried on contract for deed payable $977.48, or more, per month for 180 months, said payment to include interest at the rate of 11% per annum, computed monthly, on the unpaid balance.\u201d This agreement was signed by both parties on July 29, 1981. Heriford secured the abstract for the property and delivered it to Watts\u2019 attorney, who thereafter proceeded to schedule a closing. Messing resisted and, ultimately, on September 3, 1981, Watts instituted this suit for specific performance of the July 29 contract.\nThe trial court, after receiving testimony, documentary evidence and briefs and arguments of counsel, denied the relief sought by plaintiff on the basis that \u201cthe terms of a \u2018contract for deed\u2019 are too indefinite.\u201d Watts filed a timely notice of appeal in which he raises a single issue: are the price, terms and conditions of sale as contained in the July 29 agreement so indefinite as to render the contract unenforceable? We find that they are not.\nClearly the sale/purchase contract in question anticipated the preparation of another formal contract for deed. This fact, standing alone, does not, however, render the real estate agent\u2019s form contract unenforceable. (Callaghan v. Miller (1959), 17 Ill. 2d 595, 162 N.E.2d 422.) The instrument in this case bears a declaration in its heading in large bold type \u201cThis is a binding contract.\u201d The names of seller and purchaser and their respective addresses, the purchase price, the location of the property, the amount of the downpayment and terms of paying the balance, including interest, are clearly and unambiguously set forth. (See Callaghan.) Details as to payment of taxes and proration of other expenses are also provided, as is the broker\u2019s commission and the date as of which the purchaser was to take possession. The conditions and terms, agreed to as evidenced by the parties\u2019 signatures, are sufficient, we believe, to render the document specifically enforceable at the option of either party. McDaniel v. Silvernail (1976), 37 Ill. App. 3d 884, 346 N.E.2d 382.\nThe trial court\u2019s determination turned on the expressions \u201ccontract for deed\u201d and \u201cformal contract for deed,\u201d both of which were mentioned in the sale/purchase contract with reference to the final contract for financing the transaction. On appeal, the defendant relies on Lencioni v. Brill (1977), 50 Ill. App. 3d 802, 365 N.E.2d 1169, and urges that we uphold the trial court\u2019s finding that these expressions are too indefinite. In support of his position, defendant speculates that the parties and their respective attorneys might need to negotiate a wide range of collateral matters related to the conveyance which could have been specified in the formal contract for deed. We find defendant\u2019s argument unconvincing.\nInitially, we find defendant\u2019s reliance on Lencioni is misplaced. In Lencioni, the parties contracted for the sale of certain unimproved real estate. The contract for sale provided that the defendants were to furnish a \u201cstandard form mortgage\u201d which would be executed at the closing. Defendants forwarded a trust deed form to plaintiff in an apparent attempt to comply with the provision. When the trust deed was rejected, defendants sent a \u201cstatutory form mortgage.\u201d Plaintiffs either misplaced or never received this document, and plaintiffs then furnished defendants a different statutory form and a separate group of mortgage provision inserts. Upon defendants\u2019 refusal to accept the additional provisions and refusal to honor the contract for sale, plaintiffs instituted suit for specific performance. The trial court found that the parties had \u201cdifferent understandings of the terms of [a standard form] mortgage and the court cannot properly resolve such differences by supplying the disputed terms.\u201d (50 Ill. App. 3d 802, 805, 365 N.E.2d 1169, 1171.) On appeal, the court affirmed, finding that the trial court\u2019s decision could not be said to be \u201cclearly against the manifest weight of evidence.\u201d (50 Ill. App. 3d 802, 806, 365 N.E.2d 1169, 1172.) Several mortgage provisions had not, in fact, been agreed upon by the parties, but were later suggested and rejected, including the mortgagor\u2019s right of prepayment, if any, foreclosure procedures, assessment of attorneys\u2019 fees and the grace period, if any, allowed to the mortgagors upon default.\nWhile at first blush, it might appear that the instant .case is analogous to Lencioni, careful analysis of the facts of both cases convinces us otherwise. The critical difference lies in the evidence of ambiguity in the phrases chosen in each case to describe the anticipated contracts. Whereas in Lencioni the parties\u2019 evidence demonstrated an actual difference in their understanding of \u201cstandard form mortgages,\u201d such cannot be said of the expressions \u201ccontract for deed\u201d and \u201cformal contract for deed\u201d in the present case. Indeed, mere speculation by defendant of various areas of potential disagreement is the only \u201cevidence\u201d of ambiguity to be found in the record before us.\nThe record reveals that the reason for Messing\u2019s refusal to perform lay in Messing\u2019s belated dissatisfaction with the 11% rate of interest that he would receive on the $86,000 balance due. The record indicates that the source of Messing\u2019s dissatisfaction with the interest rate can be traced to a discussion between Messing and his banker to the effect that 11% was a bad deal for Messing. This discussion apparently took place some time between the signing of the sale/purchase contract on July 29, 1981, and the anticipated closing date, August 5,1981.\nCertainly if defendant had established that his signature appeared on the sale/purchase agreement containing the allegedly low interest figure as a result of some fraud or oppression, we would not hesitate to affirm the court\u2019s denial of specific performance on these facts. Such, however, is not the case. In fact, the trial court found no evidence of fraud or oppressive conduct by either Watts Co. or Heriford. Nor does Messing dispute this finding on appeal. Under the circumstances, it appears that defendant\u2019s arguments concerning ambiguities in the expressions \u201ccontract for deed\u201d and \u201cformal contract for deed\u201d are simply a smokescreen or, at best, an afterthought to avoid the legal consequences of a validly-executed contract. The record does not affirmatively demonstrate the existence of actual differences in the parties\u2019 understandings of \u201ccontract for deed\u201d and \u201cformal contract for deed,\u201d and we see no reason to presume them. Cf. Lencioni.\nOn these facts, we hold that the phrases \u201ccontract for deed\u201d and \u201cformal contract for deed,\u201d as used in the sale/purchase contract here, are no more ambiguous than the term \u201cmortgage,\u201d as it was used in Callaghan v. Miller, wherein our supreme court approved a grant of specific performance on substantially similar facts.\nHaving found that there was demonstrated neither actual nor inherent ambiguity in the terms of the sale/purchase contract here, we are of the opinion that plaintiff is entitled to the relief requested. Inasmuch as the sole reason recited by the trial court for denying specific performance in the present case was its apparent belief that the later case, Lencioni v. Brill, mandated a finding of inherent ambiguity in the phrases \u201ccontract for deed\u201d and \u201cformal contract for deed,\u201d we must reverse and remand this cause for further proceedings consistent with this opinion.\nReversed and remanded.\nALLOY and SCOTT, JJ., concur.",
        "type": "majority",
        "author": "PRESIDING JUSTICE BARRY"
      }
    ],
    "attorneys": [
      "Marvin L. Schrager and Frank L. Nowinski, both of East Moline, for appellant.",
      "John G. Ames, of Ames & Manecke, of Coal Valley, for appellee."
    ],
    "corrections": "",
    "head_matter": "J. L. WATTS CO., Plaintiff-Appellant, v. CLARENCE MESSING, Defendant-Appellee.\nThird District\nNo. 82\u2014151\nOpinion filed December 30, 1982.\nRehearing denied February 8, 1983.\nMarvin L. Schrager and Frank L. Nowinski, both of East Moline, for appellant.\nJohn G. Ames, of Ames & Manecke, of Coal Valley, for appellee."
  },
  "file_name": "0937-01",
  "first_page_order": 959,
  "last_page_order": 963
}