Roskamp Manley Associates, Inc. v. Davin Development & Investment Corp.

Roskamp Manley Associates, Inc. (Manley) appeals from an order granting summary judgment to Davin Development and Investment Corporation (Davin) and dismissing Manley’s complaint. (Code Civ. Proc., § 437c, subd. (/).) The principal issue concerns whether the subordination agreement in the escrow instructions was enforceable. We hold it was not and affirm the judgment.

Facts

In July 1984, Manley, a real estate developer, offered to purchase Davin’s property for $450,000 with $225,000 secured by a purchase money deed of trust. Also, the “Seller agrees to subordinate to a construction loan.” The parties exchanged various counteroffers, and finally agreed upon a $525,000 purchase price, including a cash down payment of $275,000 and a $250,000 purchase money deed of trust. Original escrow instructions signed by the parties made no mention of subordination. When Manley requested a subordination agreement be included in escrow, Davin’s broker submitted a supplemental escrow instruction to Davin stating that Seller would execute all documents required to subordinate Seller’s trust deed to a subsequent construction loan secured by a first deed provided that the following…