Perfect v. McAndrew

Majority - Sharpnack, Judge

1. No, the trial court's finding that the parties intended an "in gross" sale of real estate was not clearly erroneous. The court affirmed that an "in gross" sale involves the sale of a specific tract of land for a stipulated lump sum, where the stated quantity of acres is generally a "mere matter of description and not of the essence of the contract," as established in Tyler v. Anderson and Cravens v. Kiser. The presence or absence of terms like "more or less" is not determinative, according to Hays v. Hays. Here, the contract described the land by its location and the parties physically inspected the boundaries. McAndrew never discussed a per-acre price, and the estimated acreage was not found to be the "controlling inducement" for the contract. Citing Bowling v. Poole, the court reiterated that quantity of land is the least important element in determining boundaries when a specific tract is identified. Therefore, the evidence supported the conclusion that the sale was for the entire tract, regardless of the exact acreage. 2. No, the trial court's finding that there was no mutual mistake of fact was not clearly erroneous. For a mutual mistake to void a contract, both parties must share a common false assumption about a "vital fact" that is "of the essence of the agreement, the sine qua non, or...the efficient cause of the agreement," and that fact must "animate and control the conduct of the parties," as held in Bowling v. Poole. While both parties were mistaken about the exact acreage, there was no mistake about the actual tract of land intended to be bought and sold. Clyde Perfect himself testified that "[t]here wasn't any question about which piece of property [they] were dealing for. The only question [was] how many acres it really [was]." Since the exact acreage was not the "essence of the agreement" or what controlled the parties' conduct, the discrepancy did not constitute a mutual mistake of fact. 3. No, the trial court's judgment did not improperly add a provision to the contract. The court found that the contract's description of the property as "Anderson Rd, 81.1 acres owned by Perfects" was ambiguous because it could be interpreted to mean only 81.1 acres or the entire tract of land owned by the Perfects on Anderson Road. Because the language was ambiguous, the trial court appropriately considered extrinsic evidence, which consistently showed that the parties intended to sell and buy the entire tract for a lump sum, consistent with an "in gross" sale. Thus, the trial court properly interpreted an ambiguous contract rather than adding new terms, ensuring specific enforcement of the parties' original intent. The court also noted that McAndrew's slight delay in providing written loan commitment was not a material breach, as other contingencies were still pending and the Perfects did not object until after the survey revealed the increased acreage.