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Contract Law

Brian Daniel Rogers, Esquire

Judgment for specific performance of a single-page handwritten contract reversed because notations under the parties' signatures rendered the document too indefinite to be enforced. Fedynich v. Massood and Midwest Outdoor Media, LLC, No. 72816 (Mo. App. W.D., June 21, 2011), Howard, J.

Plaintiff  Craig Fedynich filed suit for specific performance of a handwritten contract to divide the assets of Midwest Outdoor Media, LLC, a billboard company owned by plaintiff and defendant Curtis Massood. The document at issue consists of a single piece of paper containing on its face a box labeled "Craig signs" and a box labeled "Curtis signs" with plaintiff's and defendant's signatures beneath. Inside each box are numbers and words representing the number of billboards owned by the company, along with highways and locations. Below the signatures is the notation "Bank Account-Split-Pay Taxes-New Company."

The trial court entered judgment in favor of plaintiff finding that there was a written contract between Messrs. Fedynich and Massood to divide the company's assets, but only the assets above the signatures. The trial court found that the terms below the signatures were unenforceable because it was unclear whether the terms were added to the document contemporaneously with or later than the other terms.

Held: Reversed and remanded for further proceedings.
The trial court erred in determining that the terms below the signatures were not part of the contract entered into between the parties because there is a presumption under Missouri law that alterations of a written contract were made at or before execution of the document, and nothing in the record indicated that the terms below the signatures were not present when the document was signed. The contract was not enforceable, however, because the notations below the signatures were too indefinite to be understood, and the evidence did not show a meeting of the minds to divide all of the company's assets.

The Missouri Bar Courts Bulletin, 11-Jul