January 28, 2013 – Willie Garcia and Viola Garcia, husband and wife v. Sonoma Ranch East III, LLC, No. 30,920

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IN THE COURT OF APPEALS OF THE STATE OF NEW MEXICO

Opinion Number:
Filing Date: _January 28, 2013
NO. 30,920

WILLIE GARCIA and VIOLA GARCIA,
husband and wife,

Plaintiffs-A ppellants,
V.
SONOMA RANCH FAST IT, LLC,
Defendant- Appellee.
APPEAL FROM THE DISTRICT COURT OF DONA ANA COUNTY
James T. Martin, District Judge
Joseph M. Holmes, P.A.
Joseph M. Holmes
Las Cruces, NM
for Appellants
Miller Stratvert, P.A.
Joshua L. Smith
Lawrence R. White
Las Cruces, NM
for Appellee

OPINION

WECHSLER, Judge.
{1} 	In this contract dispute, Plaintiffs Willie and Viola Garcia (the Garcias)
executed an Option Agreement granting Defendant Sonoma Ranch East II, LLC or its
designee (Sonoma Ranch) the option to purchase real property. When Sonoma Ranch
failed to make a payment under the Option Agreement, the Garcias filed a breach of
contract action seeking full payment of the sales price. The district court held that the
failure of Sonoma Ranch to make a payment under the Option Agreement ended its
obligations and any rights it possessed. The district court granted summary judgment
to Sonoma Ranch. We affirm.
FACTUAL AND PROCEDURAL BACKGROUND
{2} 	The complaint and the undisputed facts upon which the district court entered
summary judgment indicate that the parties entered into the Option Agreement on or
about April 26, 2006. 	Under the Option Agreement, Sonoma Ranch acquired an
option to purchase a 25.121 acre tract of the Garcias’ real property. The term of the
option was from April 26, 2006 until May 31, 2015. The consideration for the grant
of the option was $750,000, with $150,000 payable within fifteen days and annual
payments of $100,000 plus six percent interest on the unpaid sum due. All principal
sums paid were to be applied to the purchase price. 	The parties signed an escrow
agreement and placed exchanged deeds with the escrow agent. Sonoma Ranch made
the annual payment called for in the Option Agreement to the escrow agent in April

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2007. 	On April 8, 2008, the escrow agent informed Sonoma Ranch of its annual
payment due April 26, 2008. Sonoma Ranch did not make the payment.
{3} 	The Option Agreement contained other terms pertinent to the parties’
arguments. During the term of the Option Agreement, it required Sonoma Ranch to
pay ad valorem real estate taxes and assessments and the Garcias to remove any liens
or encumbrances as requested by Sonoma Ranch; to cooperate with Sonoma Ranch
in its actions to obtain annexation and subdivision approval; and to provide Sonoma
Ranch access to the property.
{4} 	The district court granted Sonoma Ranch’s motion for summary judgment. It
determined that the terms of the Option Agreement were clear and unambiguous, that
the Option Agreement “was for an option to purchase real estate and was terminated
upon default by” Sonoma Ranch, and that by “not making the payment,” Sonoma
Ranch ended its rights under the Option Agreement. 	The Garcias moved for
reconsideration, alleging that Sonoma Ranch owed them the full amount of the
consideration to acquire the option to purchase the real property because the Option
Agreement did not provide for a different consideration if Sonoma Ranch elected to
terminate 	the 	Option 	Agreement. 	The 	district 	court 	denied 	the 	motion 	for
reconsideration.
{5} 	The Garcias appeal, making arguments that we recast as follows: 	(1) that

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summary judgment was not proper because there is a genuine issue of material fact
as to whether the parties’ agreement was an option; (2) that the district court erred in
determining that the Option Agreement terminated upon Sonoma Ranch’s non-
payment; (3) that there are other genuine issues of fact remaining that preclude
summary judgment; (4) that if the terms of the Option Agreement are clear and
unambiguous, Sonoma Ranch owes them $750,000 for the grant of the option; and (5)
that estoppel bars any claim that there are no bilateral obligations under the Option
Agreement.
THE AGREEMENT IN THIS CASE
{6} 	We initially discuss the agreement that underlies this appeal. 	The Garcias
asserted in discovery and in their response in opposition to the motion for summary
judgment that they believed that they were selling their property to Sonoma Ranch
under an installment purchase agreement, and they assert in their brief in chief that
they “continue to be under the impression that they sold the property to Sonoma
Ranch.”
{7} 	According to the Garcias, when they entered negotiations with Sonoma Ranch,
David Steinborn, Sonoma Ranch’s representative, “insisted on preparing a written
agreement to confirm” the offer he had made for the Garcias’ property. The parties
then signed a document entitled Realtors Association of New Mexico Purchase

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Agreement - Vacant Land on February 7, 2006, by which the Garcias were to sell the
real property to Sonoma Ranch for $750,000 with a down payment of $150,000 and
a loan for $600,000. The Option Agreement and other documents were executed on
or about April 26, 2006. The district court determined that “[t]he agreement between
the parties was for an option to purchase real estate.”
{8} 	The Garcias contend that the district court erred in this determination and that
questions of fact remain concerning whether the transaction was a purchase and sale
instead of an option. 	They assert that the requirements of the agreement of
establishing an escrow account and procuring title insurance are more consistent with
a purchase and sale than an option and that inconsistencies in the document appear to
indicate that the documents are incomplete. The Garcias have thus raised the issue of
whether the parties intended a contract to purchase or an option to purchase.
{9} 	“Summary judgment is appropriate where there are no genuine issues of
material fact and the movant is entitled to judgment as a matter of law.” Self v. United
Parcel Serv., Inc., 1998-NMSC-046, ¶ 6, 126 N.M. 396, 970 P.2d 582. A court may
consider evidence concerning the making of a contract in order to determine whether
the contract before it is unclear or ambiguous. 	C.R. Anthony Co. 	v. Loretto Mall
Partners, 112 N.M. 504, 508-09, 817 P.2d 238, 242-43 (1991). 	Generally, if a
contract is ambiguous, resolution of the ambiguity in the contractual interpretation is

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a factual question. See id. at 507, 817 P.2d at 241. However, in determining whether
“the parties’ expressions of mutual assent lack clarity” so as to present an ambiguity,
“[i]f the evidence presented is so plain that no reasonable person could hold any way
but one, then the court may interpret the meaning as a matter of law.” Mark V, Inc.
v. Mellekas, 114 N.M. 778, 781, 845 P.2d 1232, 1235 (1993).
{10} 	The details of the agreements before us lead to the conclusion that there is no
ambiguity and that we may interpret their meaning as a matter of law. 	We first
elaborate on these details. In February 2006, the parties entered into an agreement by
using a Realtors Association of New Mexico purchase agreement form. 	The
agreement refers to the parties as “buyer” and “seller,” and, among other things, states
the purchase price, establishes the terms for closing, allocates closing costs, requires
a survey/improvement location report and title insurance, and provides for an escrow
account. 	Under the heading CASH OR FINANCING CONDITIONS 	AND
OBLIGATIONS, the document states, “Real Estate Option. For terms, see attached
addendum.” We are unable to locate an addendum in the record on appeal. The only
other reference to an option in the documents signed on February 7, 2006 is the hand-
written word “Option” written after the title “Realtors[] Association of New Mexico
Purchase Agreement—Vacant Land” on the real estate licensee disclosure document.
Additionally, in addressing the date Sonoma Ranch would take possession, the parties

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marked a box entitled “Other,” rather than selecting the date of closing or the date of
disbursement of the proceeds. No further explanation was included.
{11} 	The Option Agreement, on the other hand, expressly states that it involves the
grant of an option to purchase the property and uses the term “option” throughout.
The parties are exclusively referred to as “Optionors” and “Optionee.” The Option
Agreement, among other things, states the consideration for the grant of the option and
the term of the option, restates the purchase price as $30,000 per acre, addresses liens
and taxes that arise during the option period, and provides for an escrow account, title
insurance, and allocation of costs. It provides for closing “within [twenty-five] days
of the time that Optionee provides written notice of its intent to exercise the option
granted by [the Option] Agreement.” 	It states that it “contains the complete and
integrated agreement of the parties hereto and all previous agreements made by them
are merged herein.”
{12} 	The parties’ February 2006 agreement expressed their original intent to enter
the transaction. This intent was embodied in a purchase and sale agreement that also
included evidence of an intent to create an option. At this point, the documentation
of the parties’ intent was ambiguous. The parties then clarified their intent with the
Option Agreement. 	The Option Agreement clearly states that it is the grant of an
option. 	By necessity, the terms of the purchase and sale are included within the

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Option Agreement. 	See Ritchie v. Cordray, 461 N.E.2d 325, 327 (Ohio Ct. App.
1983) (stating that an option and a contract to sell are separate and independent, even
though contained in a single document and that “the option is collateral to the main
offer to sell”). Although the Garcias argue that the provisions for escrow and title
insurance are more consistent with a purchase and sale, they do not explain the
manner in which these provisions are so inconsistent with an option as to vitiate the
creation of the option under the Option Agreement.
{13} 	The Garcias’ strongest argument attacking the Option Agreement is its silence
concerning the mechanism by which Sonoma Ranch could terminate its option. The
Option Agreement provided only that Sonoma Ranch would pay $750,000 for the
grant of the option, $150,000 within fifteen days of the execution of the Option
Agreement and $100,000 plus interest in annual payments. To be sure, the Option
Agreement could have more clearly stated the manner in which Sonoma Ranch would
provide notice of its intent to not exercise the option. However, as a matter of law,
this silence is overcome by the nature of an option agreement.
{14} 	“Defined at its most basic level, an option is simply a contract to keep an offer
open.” 	1 Samuel Williston, A Treatise on the Law of Contracts § 5:15, at 1013
(Richard A. Lord ed., 4th ed. 2007). An option contract is unilateral in its character.
Id. § 5:15, at 1016; Lake Shore Country Club v. Brand, 171 N.E. 494, 501 (Ill. 1930).

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It is an irrevocable offer on the part of the optionor, which the optionee has the right
to exercise in accordance with the terms of the option. Lake Shore Country Club, 171
N.E. at 501; 1 Williston, supra, § 5:16, at 1022. 	It does not bind the optionee. 	1
Williston, supra, § 5:15, at 1016 (stating that an option binds the optionor, “but
leav[es] the optionee free to either accept or not, at his or her whim”). By virtue of
its unilateral character, an option to purchase is not a contract to purchase. Lake Shore
Country Club, 171 N.E. at 501; 1 Williston, supra, § 5:16, at 1024-26.
{15} 	Based on the unilateral nature of an option, Sonoma Ranch could either
continue to make the annual payments and exercise the option or cease making the
payments and thereby not exercise the option. The Option Agreement would not be
an agreement granting an option if Sonoma Ranch did not have the ability to decide
to not exercise the option. Moreover, we do not consider the failure to specifically
designate the time within which Sonoma Ranch had to act in order to elect not to
exercise the option to be problematic. As a general rule, if no time is specified as to
the duration of an option, the option is open for a reasonable time. 1 Williston, supra,
§ 5:15, at 1016.
{16} 	The integration clause of the Option Agreement eliminates any doubt as to the
evolution of the transaction. The expressions in the Option Agreement make it clear
that the original lack of clarity indicated in the February 2006 agreement was resolved

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in favor of the grant of an option. Sonoma Ranch was given the time to decide if it
wanted to fully commit to the transaction without fear that it would lose the offer.
{17} 	The Option Agreement’s integration clause further expressed the parties’ intent
that the Option Agreement, not any prior agreement, was their final intent. Although
a party may rely on extrinsic evidence to demonstrate the intended interpretation of
an integration clause in a contract, see Nellis v. Farmers Ins. Co. of Ariz., 2012-
NMCA-020, ¶¶ 48-53, 272 P.3d 143, cert. denied, 2011-NMCERT-011, ___ P.3d
___, other than to state that they understood the transaction to be one of a purchase
and sale, the Garcias have not argued that the integration clause in the Option
Agreement should not be given effect. The essence of the formation of a contract is
the objective, mutual assent of the parties, not an individual’s private belief. See Pope
v. Gap, Inc., 1998-NMCA-103, ¶ 13, 125 N.M. 376, 961 P.2d 1283 (“Mutual assent
is based on objective evidence, not the private, undisclosed thoughts of the parties.”).
The purpose of extrinsic evidence in order to determine the scope and nature of a
contract is to develop the circumstances surrounding the formation of the contract so
as to ascertain the objective manifestation of intent. See Nellis, 2012-NMCA-020, ¶
49 (stating that “the introduction of extrinsic evidence [is] designed to determine the
circumstances under which the parties contracted and the purpose of the contract.”
(internal quotation marks and citation omitted)). 	The district court did not err in

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determining that the parties’ agreement was an option to purchase real estate.
TERMINATION OF THE OPTION AGREEMENT ON NON-PAYMENT
{18} 	The Garcias contend that the district court erred in its ruling that Sonoma
Ranch’s non-payment ended its obligations under the Option Agreement. We view
the propriety of the district court’s determination to depend on the nature of the
Option Agreement. Because the Option Agreement granted Sonoma Ranch an option,
unilateral in nature, Sonoma Ranch had the option to purchase the Garcias’ property
under the terms of the option. See Lake Shore Country Club, 171 N.E. at 501 (“An
option contract is unilateral.”). The terms included the payment of $30,000 per acre
for the approximately twenty-five acres. They further included an initial payment of
$150,000 and annual payments of $100,000. By failing to make an annual payment,
Sonoma Ranch placed itself in a position in which it had not complied with the terms
of the option and would not be able to exercise its option rights. See Master Builders,
Inc. v. Cabbell, 95 N.M. 371, 374, 622 P.2d 276, 279 (Ct. App. 1980) (“Failure to
exercise an option results in its loss.”).
{19} 	The question for the district court was whether the Option Agreement obligated
Sonoma Ranch to make the annual payments under the Option Agreement. Stated
alternatively, the question is: 	if Sonoma Ranch as optionee does not exercise its
option, can it nevertheless be required to pay for it? The question is unique because

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our courts have only considered the question in its reverse form, i.e., when an optionee
has sought to exercise an option. See, e.g., Cillessen v. Kona Co., 73 N.M. 297, 301-
02, 387 P.2d 867, 870 (1964) (affirming the denial of specific performance to optionee
in an option contract); Master Builders, Inc., 95 N.M. at 374, 622 P.2d at 279 (same).
In those circumstances, the questions have revolved around whether an optionee
seeking to exercise an option has complied with its terms. Master Builders, Inc., 95
N.M. at 374, 622 P.2d at 279. 	The Garcias, as the optionors, are not seeking to
enforce the option by making Sonoma Ranch complete the purchase, but they do want
to receive payment for the option.
{20} 	Because of the unilateral nature of an option, we answer the question before us
as a matter of law and determine that Sonoma Ranch is not required to pay for the
option it does not exercise. 	The difficulty in this case arises because the Option
Agreement is silent as to termination or notice of intent not to exercise the option.
Indeed, if it provided such provisions, any issue would be directed to compliance with
such provisions. The only provision concerning both notice and exercise of the option
required Sonoma Ranch to notify the Garcias if it intended to exercise the option.
{21} 	However, in the context of an option, payment of the consideration for the
option is inextricably connected to the option itself. If Sonoma Ranch did not pay an
annual payment, the option would terminate. The payments were thus required for

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Sonoma Ranch to continue the option from year to year.
{22} 	The unilateral nature of an option explains the nature of this relationship.
Although the agreement to provide an option for consideration is bilateral in that the
optionor agrees to the terms of the option in exchange for the optionee’s payment for
the option, the bilateral nature of the agreement ends at that point. See Dacy v. Vill.
of Ruidoso, 114 N.M. 699, 702, 845 P.2d 793, 796 (1992) (stating that a “bilateral
contract involves reciprocal promises” while a unilateral contract “consists of a
promise by only one of the contracting parties”). Sonoma Ranch had the unilateral
option to make the purchase and thereby complete the contractual relationship
between the parties. See 1 Williston, supra, § 5:15, at 1016. If Sonoma Ranch were
obligated to continue to make annual payments even if it had elected not to purchase
the property, the option would no longer be unilateral. If that were the case, Sonoma
Ranch would be required to pay $750,000 for an option to purchase the property for
$750,000, even if it immediately elected not to purchase the property. The effect of
such a requirement would be tantamount to requiring Sonoma Ranch to purchase the
property because, under the terms of the Option Agreement, it would pay $750,000
for the purchase. This effect is contrary to the notions of an option contract, the terms
of the Option Agreement, and the parties’ intent as presented in this appeal.
{23} 	The same reasoning applies to the Garcias’ argument that they are entitled to

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the April 26, 2008 annual payment and accrued interest because Sonoma Ranch did
not provide them with notice that it intended to terminate the Option Agreement. As
we have discussed, Sonoma Ranch had the discretion to continue the option by virtue
of the unilateral nature of the option. 	The Option Agreement required the annual
payment but did not specify any notice in the event that Sonoma Ranch did not wish
to exercise the option. Although Sonoma Ranch could have clarified its actions by
providing notice, none was required. The annual payments were tied to the option.
By not making the payment, Sonoma Ranch abandoned its rights and thereby
terminated the Option Agreement.
THE PRESENCE OF OTHER GENUINE ISSUES OF MATERIAL FACT
{24} 	The Garcias also argue that various provisions of the Option Agreement extend
beyond those of a typical option agreement so as to indicate the bilateral, rather than
unilateral, nature of the Option Agreement. They point to provisions by which they
were required to cooperate with Sonoma Ranch in its effort to obtain annexation,
development, or rezoning of the property; to grant Sonoma Ranch an easement for
ingress and egress and for construction purposes; to permit Sonoma Ranch to move
dirt within and from the property; and to allow Sonoma Ranch to inspect the property.
{25} 	An option contract is considered unilateral because the optionee solely has the
right to exercise the option. Lake Shore Country Club, 171 N.E. at 501. That is not

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to say that there are no bilateral aspects to an option agreement. There must be mutual
consideration underlying the agreement. 	Sisneros v. Citadel Broad. Co., 2006-
NMCA-102, ¶ 31, 140 N.M. 266, 142 P.3d 34 (“A valid contract must possess
mutuality of obligation.” (internal quotation marks and citation omitted)). 	The
provisions specified by the Garcias appear to be incidental to the grant of the option
and do not appear to include any consideration apart from that pertaining to the grant
of the option. As a result, these provisions do not alter the unilateral nature of the
option that is the subject of the Option Agreement or raise genuine issues of material
fact as to the nature of the transaction.
{26} 	The Garcias also make additional arguments addressing the district court’s
ruling concerning Sonoma Ranch’s rights under the Option Agreement. They contend
that the district court ignored the provisions of the Option Agreement relating to
notice and that time was of the essence. They assert, in this regard, that, even if the
Option Agreement is unilateral, Sonoma Ranch did not give them appropriate notice
under the Option Agreement to excuse non-payment of the April 26, 2008 annual
payment, which included interest. 	This argument, however, misapprehends the
district court’s ruling.
{27} 	As we have stated, the unilateral nature of an option is such that the optionee
has the discretion to exercise the option according to the terms of the option. 	Lake

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Shore Country Club, 171 N.E. at 501. Time is of the essence because if the terms for
exercise of the option are not strictly enforced, the optionor will be subject to greater
burdens than were the subject of the bargain. See Best v. Edwards, 176 P.3d 695, 698
(Ariz. Ct. App. 2008) (“[A]n option must be exercised in strict accordance with its
terms because any relaxation of terms would substantively extend the option contract
to subject one party to greater obligations than he bargained for.” (internal quotation
marks and citation omitted)). The Option Agreement did not address termination, and
the district court determined that Sonoma Ranch’s non-payment ended its obligations
under the Option Agreement. This ruling is not affected by the notice provision of the
Option Agreement. Although the annual payments included interest, by virtue of the
unilateral nature of the option, Sonoma Ranch was not obligated to make the payment
if it elected to end its obligation by non-payment. The Garcia’s argument would have
more force if the annual payment could somehow be construed to represent payment
for option time passed—but it cannot. The annual payments required in the Option
Agreement are clearly designed to keep the option open for the following year.
THE AMOUNT OWED FOR THE OPTION
{28} 	The Garcias alternatively argue that, under the language of the Option
Agreement, Sonoma Ranch owes them $750,000 for the grant of the option. 	The
Option Agreement states: “As consideration for the grant of this Option, Optionee

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shall pay Optionors the sum of $750,000.” 	In addition, the Option Agreement
provides that the property is approximately twenty-five acres and the option price is
$30,000 per acre. Thus, the total price for the purchase of the property, subject to
adjustment 	as 	stated 	in 	the 	Option 	Agreement, 	is 	approximately 	$750,000.
Notwithstanding this language, the Garcias argue that the Option Agreement is
actually a contract to purchase rather than an option.
{29} 	In essence, the Garcias contend that Sonoma Ranch was required to pay them
$750,000 for an option to purchase property for $750,000. In other words, Sonoma
Ranch had to pay the full amount of the purchase price even though it acquired only
an option to purchase the property; an option that permitted Sonoma Ranch to elect
not to purchase the property. The Garcias ask that we interpret the Option Agreement
to reach a conclusion that is not commercially reasonable, and we decline to do so.
See Smith v. Tinley, 100 N.M. 663, 665, 674 P.2d 1123, 1125 (1984) (observing that
“an interpretation rendering a contract such that reasonable men would not enter into
it is disfavored”); see also C.R. Anthony Co., 112 N.M. at 510 n.5, 817 P.2d at 244 n.5
(“A court may employ the many rules of contract interpretation that do not depend on
evidence extrinsic to the contract.”).
{30} 	With regard to the rules of contract interpretation, the Garcias also argue that
this Court should construe questions concerning the uncertainty of the Option

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Agreement against Sonoma Ranch because its attorney drafted the documents stating
that “Sonoma Ranch is paying the Garcias the sum of $750,000.00, plus interest, for
the grant of the option.” 	While, as a general rule, we construe uncertainties in
contracts most strongly against the party drafting the documents, our purpose in
construing a contract is to give effect to the intent of the parties. Smith, 100 N.M. at
664-65, 674 P.2d at 1124-25; Campos v. Homes by Joe Boyden, L.L.C., 2006-NMCA-
086, ¶ 9, 140 N.M. 122, 140 P.3d 543. However, despite the Option Agreement’s
language concerning Sonoma Ranch’s payment of $750,000 as consideration for the
grant of the option, for the reasons we have discussed, we cannot agree with the
Garcias that the Option Agreement is uncertain. Although the total consideration for
the option was $750,000, the only understanding that comports with the unilateral
nature of an option and is commercially reasonable is that the $750,000 consideration
is the full consideration for the option if Sonoma Ranch were to elect to permit the
option to run its full term.
ESTOPPEL
{31} 	The Garcias further contend that Sonoma Ranch should be estopped from
arguing that the Option Agreement is a unilateral contract for a variety of reasons: (1)
there are bilateral aspects to the Option Agreement; (2) Sonoma Ranch took actions

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in April and May 2008 that were contrary to an intent to terminate the Option
Agreement; and (3) Sonoma Ranch has not caused a notice of the Option Agreement
to be removed from the files of the county clerk. The Garcias raise the first and third
contentions in their brief on appeal without having raised them in the district court.
We thus do not address them on appeal. See Crutchfield v. N.M. Dep’t of Taxation &
Revenue, 2005-NMCA-022, ¶ 14, 137 N.M. 26, 106 P.3d 1273 (“To preserve error for
review, a party must fairly invoke a ruling of the district court on the same grounds
argued in this Court.”).
{32} 	As to the second contention, the summary judgment record establishes that, in
April 2008, Sonoma Ranch paid property taxes on the property to the county. In early
May 2008, the Garcias signed an easement over the property with El Paso Electric
Company after Willie Garcia was informed by the project manager for Sonoma Ranch
that Sonoma Ranch did not have any objection to the Garcias doing so.
{33} 	The focus of the doctrine of equitable estoppel is “preventing a party from
benefitting from deception or misleading conduct.” 	Mannick v. Wakeland, 2005-
NMCA-098, ¶ 28, 138 N.M. 113, 117 P.3d 919, aff’d by Coppler & Mannick P.C. v.
Wakeland, 2005-NMSC-022, 138 N.M. 108, 117 P.3d 914. 	It requires (1) a false
representation or concealment of material facts, (2) knowledge of true facts, and (3)
an intention or expectation that an innocent party would rely on those facts. Mem’l

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Med. Ctr., Inc. v. Tatsch Constr., Inc., 2000-NMSC-030, ¶ 9, 129 N.M. 677, 12 P.3d
431. The required reliance must be to the innocent party’s detriment. 	Id.; see also
Mannick, 2005-NMCA-098, ¶ 29 (stating that, in order for a court to provide equitable
relief for equitable estoppel, the court must establish facts that include a prejudicial
change of position).
{34} 	Sonoma Ranch’s payment of the taxes due could not give rise to equitable
estoppel. Sonoma Ranch paid the taxes on April 14, 2008, twelve days before the
annual payment became due. At that time, the Option Agreement was still in effect,
and it required Sonoma Ranch to make the tax payment. The Garcias do not support
their opposition to summary judgment with material facts that set forth an equitable
estoppel issue concerning Sonoma Ranch’s tax payment.
{35} 	As to the easement, although the development of the facts in this case could
result in facts supporting the first two requirements of an equitable estoppel claim, the
Garcias have not indicated the manner in which they have detrimentally relied on any
representation stemming from Sonoma Ranch’s action in connection with the
easement. 	They have asserted that they have suffered damages because Sonoma
Ranch has not made payments under the Option Agreement, but they have not linked
the easement to the damages they have claimed. Nor have they asserted any argument
that they were prejudiced or took any action, or failed to take any action, to their

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detriment because of Sonoma Ranch’s action in connection with the easement. The
doctrine of equitable estoppel does not apply in these circumstances.
CONCLUSION
{36} 	The district court did not err in concluding on summary judgment that Sonoma
Ranch’s failure to make the April 26, 2008 annual payment ended its obligations
under the Option Agreement. The Garcias, as optionors, are not entitled to enforce
the Option Agreement, which, by its nature as an option, gives Sonoma Ranch, as
optionee, the right to fail to exercise its right to purchase the property. See Cillessen,
73 N.M. at 301, 387 P.2d at 870 (stating that the terms of an option contract must be
“fully and completely accepted in all its parts” before becoming an executory
contract). We affirm the district court’s grant of summary judgment.
{37} 	IT IS SO ORDERED.
________________________________
JAMES J. WECHSLER, Judge
WE CONCUR:
__________________________________
MICHAEL D. BUSTAMANTE, Judge

LINDA M. VANZI, Judge
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