Branan & Schmitz Realty, Inc. v. Ballard , 117 Ga. App. 758 ( 1968 )

Quillian, Judge,

dissenting. The function of a contract for the sale of realty is to define precisely the rights to accrue and the obligation assumed by the signatory parties under its provisions. The standard of certainty requires that the language of the contract be sufficiently definite to set forth every essential element of the transaction so that the meaning of the agreement clearly appears without resort to parol evidence (Morgan v. Hemphill, 214 Ga. 555, 557 (105 SE2d 580)), or that it furnish a directive or key through which the meaning of its material terms are made clearly to appear. In the case of Morgan v. Hemphill, supra, p. 556, it is held: “Where the amount of the purchase price fixed by the contract is certain and definite, but the terms of payment are indefinite and uncertain, the writing is not a contract and confers no rights and imposes no liability. Rush v. Autry, 210 Ga. 732, 734 (82 SE2d 866). See Saye v. Adams Loan &c. Co., 173 Ga. 24 (159 SE 575); 49 AmJur 45, § 32.”

The contract considered in the case sub judice contains the explicit and clear recital that the purchase price of the property bargained for is $37,000, but in undertaking to provide the manner of payment it stipulates the purchase price is to be paid by the buyer assuming a loan of approximately $28,800 bearing 5%% interest and payable in stated instalments, the balance of the purchase price to be paid in cash. The instrument does not identify the loan as being held by a particular payee, state that it is a loan against the property purchased or furnished any other directive or key through which the amount of the loam can be ascertained.

The conclusion is inescapable that the contract does not, in definite language, stipulate the terms upon which the purchase price for the property therein described is to be paid, and for this reason is invalid and unenforceable. Cole v. Cutler, 96 Ga. App. 891, 892 (102 SE2d 82); Trust Co. of Ga. v. Neal, 161 Ga. 965 (132 SE 385); Hamilton v. Daniel, 213 Ga. 650 (100 SE2d 730); Morgan v. Hemphill, 214 Ga. 555, supra.