823 N.W.2d 269
Wis. Ct. App.2012Background
- Wis. statute of frauds requires a written, signed contract identifying essential terms for real estate sales.
- 303, LLC offered to buy the Borns’ 50-acre farm; Borns accepted; sale closed in 2003; license to lease-back the land followed.
- Two contested provisions: (1) 10-year land-back lease payable by taxes; (2) right of first refusal on remaining acreage.
- Alice sublet part of the land to the Ditters in 2005 and later sold parcels to them; 303, LLC sued in 2009 for breach and for interference related to the ROFR.
- Circuit court granted summary judgment on ROFR for indefiniteness and later trial on lease-back breach; appellate court affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| ROFR description sufficient under statute of frauds? | 303, LLC says 'remaining acreage' identifies land by facts and circumstances. | Borns contend description too indefinite; no identifying link. | Remaining acreage too indefinite; parol evidence improper. |
| Lease-back provision compliance and breach by subletting? | 303, LLC argues subletting violated lease terms. | Alice continued farming; no breach. | Lease-back adequately identified land and terms; no breach; circuit court affirmed. |
Key Cases Cited
- Stuesser v. Ebel, 19 Wis. 2d 591 (Wis. 1963) (insufficient identification; 'remaining acreage' too indefinite)
- Zapuchlak v. Hucal, 82 Wis. 2d 184 (Wis. 1978) (need a link to identify property; parol evidence limited)
- Wadsworth v. Moe, 53 Wis.2d 620 (Wis. 1972) (overlapping parcels require definite description for land conveyance)
- Tatera v. FMC Corp., 328 Wis.2d 320 (Wis. 2010) (summary judgment de novo review; standard for determining issues of law)