El-Amoor v Needmore Store #2, Inc., (02-976) 06/17/2003

Appeal by plaintiff from order entered 20 May 2002 by Judge Loto G. Caviness in Rutherford County Superior Court. Heard in the Court of Appeals 14 May 2003.

Deaton & Biggers, P.L.L.C., by W. Robinson Deaton, Jr. for plaintiff-appellant.

J. Christopher Callahan for defendant-appellees.

    HUNTER, Judge.

    Faraj El-Amoor (“plaintiff”) appeals the trial court's grant of a motion for summary judgment as to an alleged breach of contract for the sale of real property. For the reasons stated herein, we affirm.
    The real property that is the subject of this controversy is owned by defendant Needmore Stores, Inc. (“Needmore”), the successor corporation to defendant Needmore Store #2, Inc. (“Store #2”) (collectively “defendants”). Plaintiff operates a general convenience store/gas station on the property pursuant to a written lease agreement between plaintiff and Needmore that was entered into on or about 19 May 1998. During the term of the lease,plaintiff and the owners of the real property, Needmore and Kandace and Gregory Baker (“the Bakers”), discussed plaintiff's interest in buying the property on several occasions. Ultimately, on 21 October 1999, plaintiff and the owners signed a paper writing that stated:
        NEEDMORE STORES, Inc. agrees to sell to [plaintiff] the property at the Bostic/Sunshine Hwy. and Hwy. 74 for a $163,000.00 sum. This is to be financed at 8% for 15 years and begins the payments on January 1, 2000. [Plaintiff] agrees to pay the November and December rent as scheduled. A down payment of $15,000.00 will be paid to [the Bakers]. This document is to be honored until a legal document can be [drawn] up by an attorney.
    Following the signing of the paper writing, however, discussions regarding the sale of the property broke down prior to the legal document being drawn up by an attorney. The sale of the property never proceeded to closing. Plaintiff subsequently filed a complaint on 25 January 2001 alleging breach of contract and seeking specific performance for the sale of the property based on the 21 October 1999 paper writing. Defendants timely answered and counterclaimed.
    On 19 December 2001, defendants filed a motion for summary judgment that was heard on 17 April 2002. After considering the pleadings, an affidavit submitted by plaintiff, and the depositions of Kandace Baker and plaintiff, the trial judge stated that no contract existed between the parties because (1) the paper writing failed to include essential terms that were needed in order to make a valid contract; (2) there was no meeting of the minds between theparties sufficient to form a contract; (3) a condition precedent to the validity of the contract was not met; and (4) a “due on sale” clause discovered in the owners' deed of trust made the paper writing impossible to perform. In its order, the court also stated, inter alia, that the paper writing did not create a contract because the parties were mutually mistaken as to the existence of the “due on sale” clause in the deed of trust on 21 October 1999. Accordingly, defendants' motion was granted on 20 May 2002. Plaintiff appeals.   (See footnote 1)
    The sole issue presented to this Court is whether summary judgment was properly granted in favor of defendants. This Court reviews a trial court's decision to grant summary judgment de novo. Falk Integrated Tech., Inc. v. Stack, 132 N.C. App. 807, 809, 513 S.E.2d 572, 574 (1999). In doing so, we must determine, when viewing the evidence in the light most favorable to the non-movant, whether the trial court properly concluded that the moving party showed, through pleadings and affidavits, that there was no genuine issue of material fact and that the moving party was entitled to judgment as a matter of law. Bruce-Terminix Co. v. Zurich Ins. Co., 130 N.C. App. 729, 733, 504 S.E.2d 574, 577 (1998).
    In the case sub judice, plaintiff argues that each of the reasons given by the trial court for granting summary judgment present genuine issues of material fact. In addressing plaintiff's arguments, we begin by considering what constitutes a validcontract. It is essential to the formation of any contract that there be “mutual assent of both parties to the terms of the agreement so as to establish a meeting of the minds.” Snyder v. Freeman, 300 N.C. 204, 218, 266 S.E.2d 593, 602 (1980). “If any portion of the proposed terms is not settled, or no mode agreed on by which they may be settled, there is no agreement.” Croom v. Lumber Co., 182 N.C. 217, 220, 108 S.E. 735, 737 (1921). Defendants contend the paper writing was not a valid contract because it lacked sufficient mention of financing terms that were essential to the parties' agreement. We agree.
    With respect to the adequacy of financing terms in contracts, this Court has held:
            Credit transactions do not lend themselves to the supplying of essential terms by the courts by implication. They can be shaped in an extensive variety of forms. When their terms remain unsettled, the courts have no basis for assuming that the parties intended to choose one of those forms over a multiplicity of potential others. Absent details of the credit arrangement, a court has no means by which to determine precisely what action prospective creditors seek to have prospective debtors take.
Gray v. Hager, 69 N.C. App. 331, 334, 317 S.E.2d 59, 61 (1984). Here, the parties' paper writing provided that the real property would be sold to plaintiff for $163,000.00, which would “be financed at 8% for 15 years and begins the payments on January 1, 2000.” Although the provision clearly attempted to address the issue of financing, it fell short of establishing what “form” the credit transaction was to take. Further, the paper writing did not provide any other essential details regarding the parties' creditarrangement, such as (1) whether the debt was to be secured by the deed of trust on the property that is the subject of the paper writing, (2) how plaintiff was to make payments, and (3) what would be the ramifications if plaintiff were to default on a payment. The paper writing did not make reference to any other existing form or agreement that provided those details. Therefore, the trial court did not err in granting summary judgment in favor of defendants because the paper writing failed to include terms about financing that were essential to the parties' agreement.
    Accordingly, having determined that there were no genuine issues of material fact as to whether the paper writing lacked essential terms to constitute a valid contract, we need not address plaintiff's remaining assigned errors.
    Affirmed.
    Judges MARTIN and GEER concur.
    Report per Rule 30(e).

Footnote: 1