Ehlen v. Melvin
v.
John M. Melvin and
LynnDee Melvin, Defendants and Appellees
Judge Donald L. Jorgensen
| Appellant: | Roger James Minch | |
| Appellee: | LaRoy Baird III |
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[1] If sellers of real property sign a short written integrated Purchase Agreement already signed by the buyer after reviewing it with their attorney representing therein that it "... is a legally binding contract between buyers and sellers... "; does the law compel, and will a court specifically enforce the contract if the buyer asked to and was fully ready to perform (pay the purchase price), but was assured by the sellers' title company agent that he did not need to do so, under circumstances where the sellers objectively acted as if there were a binding Purchase Agreement, admitted as much, mailed abstracts for updating and said to a third party that the land was "under contract", when the sellers later try to back out because they got a better offer?
[2] The sellers admitted that they were fully ready to perform if the purchase price had been paid by a date arbitrarily selected by them, not required by the Purchase Agreement, but were motivated by a $400,000.00 better offer to make up unspoken condition precedents, impeach their own conduct and testimony and adopt legal theories contrary to the integrated Purchase Agreement they signed by suggesting that the Purchase Agreement, contrary to what its caption says and what it is specifically represented to be, was really only a counterproposal.
[3] Only the sellers' self-serving testimony supports the unspoken theory that the integrated Purchase Agreement they signed after reviewing it with their attorney, and represented to be a legally binding contract, was really only a counteroffer. They have invented a condition precedent that the purchase price of $850,000.00 needed to be paid to their title company by March 1st. Yet the sellers' agent title company assured the buyer that he did not need to pay the money by March 1, 2011. The Purchase Agreement did not require purchase money to be paid by March 1st, because the title evidence the Purchase Agreement required the sellers to produce, was not even due until March 8th, and closing could not, according to the Purchase Agreement, occur until long after a time to object to the title evidence had expired.
[4] We have only the subjective understandings and intentions of the sellers, and their subjective view of the law, to support their theories. They should be estopped from impeaching the unambiguous nature of the Purchase Agreement they signed, after reviewing it with their attorney. There is no claim in the pleadings that the Purchase Agreement was ambiguous or impossible to perform. The Judge noted at the trial that there was no claim of impossibility. One cannot create a subjective impossibility to attempt to get out of an integrated Purchase Agreement.
[5] What the sellers contend raises a counteroffer are only notations on the Purchase Agreement made by them in one place and by their attorney all other places, to correct obvious errors and for their own sole benefit and protection. When the sellers returned the signed Purchase Agreement to the buyer, they sent no instructions that a counteroffer was intended or that the buyer needed to take any additional steps. Tr. P. 38.
[6] So we have sellers motivated by what they believed to be a $400,000.00 better offer, people who were reluctantly described by the buyer as "cheap" after the words were put in the buyer's mouth by the seller's own attorney at the trial, Tr. P. 115, to breach their own binding Purchase Agreement.
Appellee's Statement of the Issues:
I. The Trial Court Correctly Decided There Was No Meeting Of The Minds Nor Contract Formed.
[2] Contract construction is a question of law. Kondrad ex rel. McPhail. v. Bismarck Park District, 2003 ND 4, 6, 655 N.W.2d 411. Contract formation is a question of fact subject to the clearly erroneous standard. In re Estate of Egeland, 2007 ND 184, 6, 741 N.W.2d 724.
The Melvins Changes to the Purchase Agreement Were a Counteroffer.
[3] Contract construction is a question of law. Kondrad ex rel. McPhail v. Bismarck Park District, 2003 ND 4, 6, 655 N.W.2d 411. Contract formation is a question of fact subject to the clearly erroneous standard. In re Estate of Egeland, 2007 ND 184, 6, 741 N.W.2d 724.
II. The Melvins Are Entitled to Attorney Fees.
[4] A district court's decision regarding attorney's fees is reviewed under the abuse of discretion standard, which occurs if it acts in an arbitrary, unconscionable, or unreasonable manner, or if it misinterprets or misapplies the law. Gratech Co., Ltd. v. Wold Engineering P.C., 2007 ND 46, 17-18, 729 N.W.2d 326.
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