Coker v. Coker

The trial court did not err in using well-established rules on contract construction in finding that the parties contemplated the receipt of Third Party Offers for all or part or the property in question.

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This is a declaratory judgment action. The case centers around Randy Coker “defendant” and his former wife, Connie Coker’s “plaintiff”, conflicting interpretations of a “Right of First Refusal” the “Contract” to purchase 72 acres of real estate on Lake Francis, which was entered into by the parties as part of a settlement agreement relating to their divorce. Using established principles of contract construction and looking only within the four corners of the Contract, the Superior Court of Walker County resolved what it determined to be a conflict in the Contract’s terms. Defendant appeals from this resolution, claiming the language of the Contract was neither conflicting nor ambiguous, and the trial court erred by failing to enforce the intent of the parties as reflected in the plain meaning of the Contract’s terms. We find no error in the judgment of the court below and affirm. “The construction of a contract is a question of law for the court, and we apply a de novo standard of review on appeal.”1 In so doing, it is apparent from the face of the Contract that there is a contradiction in the terms that are subject to interpretation. Specifically, Paragraph 1.1 of the Contract states in pertinent part that plaintiff, shall not sell and convey all or any portion of the property to any party other than defendant . . . unless plaintiff complies with subparagraphs A, B & C of Paragraph 1.1. Subparagraph A states that, before plaintiff may sell all or any portion of the property, she must obtain:

a duly executed valid and binding offer in writing from a prospective purchaser other than defendant to purchase all of the property hereinafter referred to as the ‘Third Party Offer’. Then, Subparagraph B states that, before accepting any Third Party Offer, plaintiff must have:

Coker v. Coker

The trial court did not err in using well-established rules on contract construction in finding that the parties contemplated the receipt of Third Party Offers for all or part or the property in question.

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