Angell v. Rowlands

In Angell v. Rowlands (1978) 85 Cal.App.3d 536, an agreement to purchase a Santa Rosa home was executed by Mr. Rowlands, as buyer, but not by his wife, although her name appeared twice on signature lines in the document. (Id. at pp. 538-539.) It was signed by the seller, Mr. Angell, but not by Mrs. Angell, whose name did not appear on the document. (Ibid.) A separate agreement augmenting the first was signed by both men the next day, but was not signed by either spouse (although there were signature spaces for each of them). (Id. at p. 539.) Rowlands provided a $ 2,000 deposit. (Ibid.) The sale was never concluded and the seller, Angell, sued for breach of contract. (Angell, supra, 85 Cal.App.3d at p. 539.) Rowlands contended that since neither his wife nor Mrs. Angell had signed the agreements, there was no binding contract. (Id. at p. 540.) The appellate court disagreed, holding that "the Cavanaugh, supra, 88 Cal. 543 line of cases holds that a signer cannot escape liability unless he affirmatively establishes that the signatures of all parties were contemplated as being a condition precedent to the validity of the contract citation." (Id. at pp. 541.) It concluded, "We therefore decline to follow the Tewksbury v. O'Connell (1862) line of cases insofar as they hold that an agreement is invariably incomplete until signed by all parties purportedly bound. Instead, we adopt the Cavanaugh line of cases, i.e., that a contract is invalid if not signed by all parties purportedly bound only when it is shown, either by parol or express condition, that the contract was not intended to be complete until all parties had signed. Conversely, in the absence of a showing that the contract is not intended to be complete until signed by all parties, the parties who did sign will be bound." (Id. at p. 542.) Because Rowlands did not establish that he intended to be bound by the contract only if it were signed by all parties, the court held that the instruments were valid and binding. (Ibid.)