{ "id": 1590353, "name": "John LORENTZEN, Plaintiff-Appellee, v. Manuel T. SANCHEZ and Felicita Sanchez, his wife, et al., Defendants-Appellants", "name_abbreviation": "Lorentzen v. Sanchez", "decision_date": "1990-04-03", "docket_number": "No. 18448", "first_page": "693", "last_page": "695", "citations": [ { "type": "official", "cite": "109 N.M. 693" }, { "type": "parallel", "cite": "789 P.2d 1260" } ], "court": { "name_abbreviation": "N.M.", "id": 8835, "name": "Supreme Court of New Mexico" }, "jurisdiction": { "id": 52, "name_long": "New Mexico", "name": "N.M." }, "cites_to": [ { "cite": "394 F.2d 233", "category": "reporters:federal", "reporter": "F.2d", "case_ids": [ 2153778 ], "weight": 2, "opinion_index": 0, "case_paths": [ "/f2d/394/0233-01" ] }, { "cite": "108 N.M. 467", "category": "reporters:state", "reporter": "N.M.", "case_ids": [ 1592873 ], "weight": 2, "year": 1989, "pin_cites": [ { "page": "471" }, { "page": "237" } ], "opinion_index": 0, "case_paths": [ "/nm/108/0467-01" ] }, { "cite": "34 L.Ed.2d 132", "category": "reporters:federal", "reporter": "L. Ed. 2d", "year": 1972, "opinion_index": 0 }, { "cite": "93 S.Ct. 132", "category": "reporters:federal", "reporter": "S. Ct.", "year": 1972, "opinion_index": 0 }, { "cite": "409 U.S. 878", "category": "reporters:federal", "reporter": "U.S.", "case_ids": [ 6332672, 6332001, 6330498, 6332420, 6331270, 6332168, 6330672, 6331505, 6330325, 6330869, 6331736, 6331065 ], "year": 1972, "opinion_index": 0, "case_paths": [ "/us/409/0878-12", "/us/409/0878-09", "/us/409/0878-02", "/us/409/0878-11", "/us/409/0878-06", "/us/409/0878-10", "/us/409/0878-03", "/us/409/0878-07", "/us/409/0878-01", "/us/409/0878-04", "/us/409/0878-08", "/us/409/0878-05" ] }, { "cite": "448 F.2d 555", "category": "reporters:federal", "reporter": "F.2d", "case_ids": [ 803544 ], "pin_cites": [ { "page": "560" } ], "opinion_index": 0, "case_paths": [ "/f2d/448/0555-01" ] }, { "cite": "101 N.M. 203", "category": "reporters:state", "reporter": "N.M.", "case_ids": [ 1586353 ], "weight": 2, "year": 1984, "pin_cites": [ { "page": "206" }, { "page": "346" } ], "opinion_index": 0, "case_paths": [ "/nm/101/0203-01" ] }, { "cite": "102 N.M. 262", "category": "reporters:state", "reporter": "N.M.", "case_ids": [ 1580246 ], "weight": 2, "year": 1985, "opinion_index": 0, "case_paths": [ "/nm/102/0262-01" ] }, { "cite": "106 N.M. 243", "category": "reporters:state", "reporter": "N.M.", "case_ids": [ 708805 ], "weight": 2, "year": 1987, "pin_cites": [ { "page": "245" }, { "page": "1366" } ], "opinion_index": 0, "case_paths": [ "/nm/106/0243-01" ] } ], "analysis": { "cardinality": 515, "char_count": 8357, "ocr_confidence": 0.806, "pagerank": { "raw": 4.03580807328026e-08, "percentile": 0.059569689198096104 }, "sha256": "6930adb99221586a9e43d66df73bce1030ab9d4076c9e60f2d73e08179ea8215", "simhash": "1:bb6fe7a355540576", "word_count": 1334 }, "last_updated": "2023-07-14T16:43:28.780053+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [ "BACA and MONTGOMERY, JJ., concur." ], "parties": [ "John LORENTZEN, Plaintiff-Appellee, v. Manuel T. SANCHEZ and Felicita Sanchez, his wife, et al., Defendants-Appellants." ], "opinions": [ { "text": "OPINION\nWILSON, Justice.\nManuel T. and Felicita Sanchez (the Sanchezes), defendants-appellants, appeal a trial court judgment which modified a real estate contract between the Sanchezes and John Lorentzen (Lorentzen), plaintiff-appellee. The trial court modified the contract to reflect the court\u2019s finding that the Sanchezes did not convey full fee simple title to the property and ordered the Sanchezes to refund seventy-five percent of the purchase price to Lorentzen. We reverse.\nSTATEMENT OF FACTS\nOn April 9, 1985, the parties entered into a real estate contract in which Lorentzen bought and the Sanchezes sold a half-acre parcel of unimproved real estate for $10,-000. The contract required a $2,500 down-payment and three annual payments of $2,500 at ten-percent annual interest, and required the Sanchezes to execute a warranty deed and place it in escrow.\nThe parties\u2019 agreement was on a printed real estate contract form which included the following additional typed and initialed paragraph:\nThe Purchaser agrees to.commence and complete as soon as possible a suit to quiet the title to the property herein conveyed at his own cost and the Escrow Agent herein is hereby empowered to insert in the Warranty Deed after the wording \u201cmore particularly described as\u201d the full survey description approved in the Quiet Title Decree. It being further provided, however, that in the event the Quiet Title Suit is prevented from reaching its conclusion within six months hereof that the Purchaser may instruct the Escrow Agent to deliver to the Seller the Special Warranty Deed escrowed herewith, whereupon the Seller shall immediately pay $2,500.00 to Purchaser. Otherwise this contract shall remain in full force and effect. [Emphasis added.]\nLorentzen paid the downpayment and the first annual payment, totalling $5,000. Lorentzen did not elect to rescind the contract within the six month period provided by the contract and sued to quiet title to the property on October 17, 1985, eight days after the six month period expired. Lorentzen joined the Sanchezes as involuntary plaintiffs in that suit. Lorentzen cured an alleged title defect by purchasing the interest of third parties who claimed a fractional interest in the property, and on October 1, 1986, he obtained a judgment quieting title in his name. The next day Lorentzen notified the Sanchezes of his judgment and offered to pay them a token amount for a quitclaim deed to the property, rather than the agreed contract price. The Sanchezes moved to set aside the judgment and on April 2, 1987, the trial court entered an amended judgment stating that Lorentzen\u2019s title to the property was subject to the Sanchezes\u2019 real estate contract.\nOn May 14, 1987, Lorentzen filed a complaint against the Sanchezes seeking: (1) an injunction prohibiting the Sanchezes from enforcing the contract; (2) modification of the contractual purchase price and reimbursement of $2,500 for overpayment of the modified contract price; and (3) $20,-000 in damages which Lorentzen spent purchasing third parties\u2019 interests in the property, due to the Sanchezes\u2019 breach of title warranty. The trial court granted the injunction on the condition that Lorentzen continue payments under the original contract into escrow. The trial court found that the Sanchezes only owned a one-fourth interest in the property when the contract was made, and that Lorentzen paid $20,000 to third parties to cure defects in the property\u2019s title. The court also found that Lorentzen was not aware of any specific title problems with the Sanchezes\u2019 property until after the contract was executed. The parties agreed that the contract was not ambiguous, fraudulent, or the result of mistake. The trial court concluded that the Sanchezes breached their title warranty and thus, Lorentzen should only pay twenty-five percent of the purchase price; $2,500. The Sanchezes appeal the trial court\u2019s judgment.\nISSUES\nOn appeal the Sanchezes claim that substantial evidence does not support the trial court's judgment modifying the contract price upon its finding that the Sanchezes owned and conveyed a one-fourth interest in the property. Lorentzen argues that the Sanchezes breached title warranties by not delivering full fee simple title to the property, thus entitling him to a reduction of the purchase price.\nSubstantial evidence is that which a reasonable mind might accept as adequate to support a conclusion. Register v. Roberson Constr. Co., 106 N.M. 243, 245, 741 P.2d 1364, 1366 (1987). In deciding whether substantial evidence supports the trial court\u2019s ruling we must determine whether Lorentzen contracted to assume the responsibility and costs for curing any title defects, in lieu of exercising his option to rescind the contract and obtaining a refund of the purchase price. We find this issue to be dispositive of this case. In answering this question we examine the contract\u2019s provisions, which embody the parties\u2019 intent. Boatright v. Howard, 102 N.M. 262, 694 P.2d 518 (1985). \u201cIn construing the terms of the contract, each part of the contract is to be accorded significance according to its place in the contract so as to ascertain and give effect to the intentions of the parties.\u201d Brooks v. Tanner, 101 N.M. 203, 206, 680 P.2d 343, 346 (1984). \u201c[W]here there is inconsistency in a contract, matter deliberately added by the parties to the contract form must prevail.\u201d 17A C.J.S. Contracts \u00a7 310 (1963). See also NLRB v. Boyer Bros., 448 F.2d 555, 560 (3d Cir.1971), cert. denied, Boyer Bros, v. NLRB, 409 U.S. 878, 93 S.Ct. 132, 34 L.Ed.2d 132 (1972).\nThe real estate contract gave Lorentzen six months to conclude a suit to quiet title to the property. If the property\u2019s title was defective Lorentzen could cure any title defects at his own cost and amend the deed to describe the actual property interest conveyed or he could rescind the contract and recover his purchase price payments.\nLorentzen asserts that the Sanchezes breached the warranty deed covenants. Such covenants include the warranty that \u201c \u2018the grantor * * * has good right to sell and convey the [granted premises] * * NMSA 1978, \u00a7 47-1-37. This warranty was included in the contract form. However, the parties deliberately added to the contract the typed paragraph noted above, in which Lorentzen agreed to quiet title to the property at his own expense or opt to rescind the contract within six months. Under the law stated above, this language must take precedence over that in the contract form.\n\u201cNew Mexico * * * has a strong public policy of freedom to contract that requires enforcement of contracts unless they clearly contravene some law or rule of public morals.\u201d United Wholesale Liquor Co. v. Brown-Forman Distillers Cory., 108 N.M. 467, 471, 775 P.2d 233, 237 (1989). A purchaser of real estate may waive title defects by failing to object to them at closing, when the contract provid\u00e9s the purchaser with the option of waiving any title defects or rescinding the contract. See Jones v. Dickens, 394 F.2d 233 (10th Cir.1968).\nThe record indicates that Lorentzen was a licensed real estate broker who had a real estate company. He personally negotiated this contract with the Sanchezes and bought the Sanchez property and adjoining property as part of a plan to develop a seventeen-acre tract. The contract itself shows that Lorentzen was aware that the Sanchez property was not without title problems. Lorentzen elected to clear title at his own cost, thereby waiving his right of rescission and reimbursement, as well as his right to challenge the title conveyed. See id.\nCONCLUSION\nThe Sanchezes had no duty to perfect the property\u2019s title, as Lorentzen contracted to assume that burden. Without a duty there can be no breach. As Lorentzen received everything he bargained for, the district court erred in reducing the contract price. Accordingly, we reverse and remand to the trial court to enter judgment consistent with this opinion.\nIT IS SO ORDERED.\nBACA and MONTGOMERY, JJ., concur.", "type": "majority", "author": "WILSON, Justice." } ], "attorneys": [ "Melvin D. Rueckhaus, Clara Ann Bowler, Albuquerque, for defendants-appellants.", "James C. Hall, Frank P. Dickson, Jr., Albuquerque, for plaintiff-appellee." ], "corrections": "", "head_matter": "789 P.2d 1260\nJohn LORENTZEN, Plaintiff-Appellee, v. Manuel T. SANCHEZ and Felicita Sanchez, his wife, et al., Defendants-Appellants.\nNo. 18448.\nSupreme Court of New Mexico.\nApril 3, 1990.\nMelvin D. Rueckhaus, Clara Ann Bowler, Albuquerque, for defendants-appellants.\nJames C. Hall, Frank P. Dickson, Jr., Albuquerque, for plaintiff-appellee." }, "file_name": "0693-01", "first_page_order": 729, "last_page_order": 731 }