Nash

MEMORANDUM *

Plaintiffs Rene Nash and James McNichol (“Plaintiffs”) appeal the district court’s judgment and award of attorney’s fees in favor of defendant Pamela Taylor following a bench trial in this diversity action.. We have jurisdiction under 28 U.S.C. § 1291 and reverse and remand to the district court for further proceedings.

The district court found the December 17, 2001 document obligating Taylor to pay $800,000 to Plaintiffs for a grant deed to the house at 157 Loureyo Road (“the 157 Loureyo property”) was the governing contract. The contract specified $121,000 of the purchase price would be in the form of a note and trust deed on Taylor’s Glendale property (“the 1424 El Miradero property”), due and payable 120 days after closing. Another part of the contract required a home inspection be completed and provided that an escrow would release the recorded note and trust deed on the 1424 El Miradero property to Plaintiffs “upon a signed satisfaction of repairs and or credits made by the seller to the buyer.”

At trial, the district court found that the parties agreed shortly before closing that the repairs-and-or-eredits clause applied only to certain items identified in…