                                No. 82-17
               IN T I SIJPREME COURT OF THE STATE OF PilONTANA
                   IE

                                    1983



STUART HENKEL and SELMA HETJKEL,
husband & wife, and JULIE BRONNICHE,

                      Plaintiffs and Respondents,
     -vs-
HEWITT AGENCY, INC., a Montana corp.,

                      Defendant and Appellant.




APPEAL FROM:   District Court of the Thirteenth Judicial District,
               In and for the County of Yellowstone,
               The Honorable Charles Luedke, Judge presiding.

COUNSEL OF RECORD:
     For Appellant:
                                        ;   James P. Murphy argued,
            Billings, Montana

     For Respondents :
            Anderson, Brown, Gerbase, Cebull        &   Jones; James L.
            Jones argued, Billings, Montana



                                Submitted:      July 211 1983

                                  Decided:      October 20, 1983


Filed:




                                Clerk
Mr. Justice Daniel J. Shea delivered the Opinion of the Court.

         Hewitt Agency, Inc. appeals an order of the Yellowstone
County District Court requiring the agency to sell certain
property to the plaintiffs pursuant to the terms of a
buy-sell agreement signed by Jean Houle.     Jean Houle is the
majority stockholder of the corporation, one of its three
directors, its president, general manager, and real estate
agent.     Plaintiffs' interests are primarily represented by
Stuart Henkel, a licensed real estate broker with many years

experience.    The trial court held that Jean Houle, as president,
had actual and ostensible authority to bind the corporation.
It entered an order of specific performance.      Hewitt Agency
appeals, claiming Houle's lack of authority to bind the
corporation invalidates the contract.    We reverse the trial

court based on indefiniteness of the original buy-sell agree-
ment.
        None of the issues raised on appeal address the issue
of specificity and definiteness of the terms of the agreement.
We raise the issue under the plain error doctrine, and find

it dispositive.
         The agreement lists a contract price of $160,000.
Interest was initially set at 7 1/2 percent per annum.       It
was modified by the consent of parties to 9 1/2 percent per
annum.     Interest was to begin July 1, 1978.   Monthly payments

of $1,000 were to commence August 1, 1978.
        At 7 1/2 percent interest, the annual interest totaled
$12,000.    The monthly payments covered only the interest.
The agreement made no provision for payment of the principal.
When the parties adjusted the interest rate to 9 1/2 percent,
the annual interest was $15,200.    The monthly payments of $1,000
now would not even cover interest.   Still no provision was

made for payment of the principal.
      Only where all the terms of the agreement are definite
may a contract be specifically enforced.   The terms of this
buy-sell agreement are so indefinite as to be without meaning

unless rewritten.   If the terms must be rewritten, they
cannot be specifically enforced.
      The judgment granting specific performance is reversed.




We Concur:



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