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Humble Oil & Refining Co. v. Westside Investment Corp.

Supreme Court of Texas
428 S.W.2d 92 (1968)


On April 5, 1963, Westside Investment Corp. (Westside) (defendant) and Humble Oil & Refining Co. (Humble) (plaintiff) entered into a written contract where Westside gave Humble an exclusive and irrevocable option to purchase a tract of land for $35,000. The option contract provided that Humble could exercise the option by giving notice before June 4, 1963, and by paying $1,750.00 as earnest money. An additional sum of $50.00 was due at the time of making the contract. On May 2, 1963, Humble sent a letter to Westside exercising its option to purchase the land, and requesting to amend the contract to require Westside to extend all utility lines to the property prior to closing. On May 14, 1963, Humble sent another letter exercising the option. This letter said that the exercise was not qualified, and that Westside could disregard the proposed amendment to the contract offered in Humble’s May 2nd letter. Humble also paid the $1,750.00 required to exercise the option on May 14th. Westside refused to honor the option contract, contending that Humble’s May 2nd letter operated as a conditional acceptance and thus a rejection of the option contract. Humble brought suit against Westside in Texas state court seeking specific performance of the option contract. Marvin Mann intervened as a third party plaintiff seeking payment of brokerage charges from Westside. Humble, Mann, and Westside filed separate motions for summary judgment. The trial court granted Westside’s motion for summary judgment, and overruled the motions of Humble and Mann. The court of appeals affirmed, and Humble appealed.

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