Law School Case Brief
Barker v. Price - 48 N.E.3d 367 (Ind. Ct. App. 2015)
Interpretation and construction of contract provisions are questions of law. As such, cases involving contract interpretation are particularly appropriate for summary judgment.
In 2014, plaintiff John Barker contacted defendant Jason Price about a van Price had advertised for sale. The advertisement described the van as a 1994 Ford E-350 and promised a "clean" certificate of title, but it did not indicate a sale price. Barker and Price agreed to meet, and, on April 9, Barker inspected the van and thereafter he orally agreed to purchase the van for $15,000. The parties then agreed in writing that Barker would make an immediate $2,000 deposit and Price would provide Barker "title by 4/14/14 or deposit will be refunded in full" ("deposit agreement"). The deposit agreement described the van as a Ford E-350 but did not specify the model year. Sometime prior to April 14, 2014, Price provided Barker with a certificate of title for the van. The certificate indicated that the owner of the van was a third party. On the reverse side of the certificate, the owner appeared to have assigned her interest as a "seller," although the place for the purchaser's name was blank. The certificate also described the van as a 1993 model. Barker refused to accept the certificate of title and demanded a refund of his $2,000. Price, in turn, refused to refund the deposit. Barker filed a small claim in action in Indiana state court against Price for breach of contract; the case was later transferred to the court's plenary docket. In his complaint, Barker alleged that Price failed to provide a certificate of title in accordance with the deposit agreement, which entitled Barker to a refund of the deposit. On Sept. 15, 2014, Barker filed a motion for summary judgment. Price responded and filed his own motion for summary judgment. After a hearing, the trial court entered summary judgment for Price. In relevant part, the trial court concluded that the year of the van was not a term material to the deposit agreement because that agreement made no reference to the year of the vehicle; that Barker had accepted the van when he inspected it and paid the deposit; and that the certificate of title that Price tendered satisfied his obligation under the deposit agreement. Barker appealed.
Did the trial court err when it interpreted the contract between Barker and Price?
The court of appeals affirmed in part and reversed in part the trial court's judgment and remanded the case for further proceedings. The court ruled, inter alia, that the trial court erred in granting Price, the seller, summary judgment because there was a genuine issue of material fact regarding whether the model year of the van was a term material to the parties' agreement. The deposit agreement did not contain the entire agreement between the parties because it omitted at least one essential term, namely, the sale price for the van, and it did not contain an integration clause. Because the deposit agreement did not contain the entire agreement, it was necessary for the trier of fact to consider parol evidence. Under Ind. Code § 26-1-2-606(1), the evidence did not show that the Barker's execution of the deposit agreement and payment of the deposit, alone, signified that the van was "conforming" with respect to the model year. The court affirmed the trial court's ruling that Price had delivered a valid certificate of title pursuant to the deposit agreement even though the certificate of title was not in Price's name.
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