Brasher v. Christensen
2016 UT App 100
| Utah Ct. App. | 2016Background
- Christensen owned a 260-acre farm and 780 HCIC water shares; Brasher farmed nearby and needed to lease additional HCIC water shares to irrigate his land.
- In 2012 Brasher leased 215 Class A shares from Christensen for the season; he checked "until further notice" on the HCIC Water Use Authorization (WUA), but Christensen instructed HCIC the lease was only for 2012.
- In March 2013 Brasher and Christensen met; they signed an Offer to Purchase (Brasher did not deliver the $5,000 earnest money) and a WUA. The WUA signed at the meeting did not specify price/consideration; after the meeting Brasher altered the delivered WUA to HCIC to state a 2018 end date and annual payment terms.
- Christensen testified she intended the water lease to be contingent on Brasher purchasing the farm and that she needed to consult family/attorney before finalizing either the Offer or the WUA; Brasher testified the WUA was independent and that he believed he could draw water.
- HCIC later stopped delivering water at Christensen’s instruction; Brasher alleged about $150,000 in damages and sued for breach of contract and related claims.
- The trial court found the 2013 WUA was not an enforceable contract (it contemplated a separate lease/agreement and lacked consideration/offer–acceptance) and found no meeting of the minds as to an oral lease; it dismissed Brasher’s claims. The court of appeals affirmed.
Issues
| Issue | Plaintiff's Argument (Brasher) | Defendant's Argument (Christensen) | Held |
|---|---|---|---|
| Whether the 2013 WUA is an enforceable contract | The WUA (as executed) created a binding lease for 215 shares through 2018 | The WUA is only an instruction to HCIC, contingent on a separate lease/agreement and lacks essential contract terms | The WUA is not an enforceable contract by itself; it contemplates a separate lease and lacks offer/acceptance and consideration |
| Whether there was a meeting of the minds sufficient to form an oral contract | The parties agreed to lease water to Brasher (independent of the farm sale) | The water lease was contingent on Brasher purchasing the farm; Christensen had not finalized terms and needed to consult others | No meeting of the minds; trial court’s factual findings that the lease was contingent on the sale and that Christensen needed to consult were not clearly erroneous |
Key Cases Cited
- Golden Key Realty, Inc. v. Mantas, 699 P.2d 730 (Utah 1985) (elements required for contract formation)
- State v. Nielsen, 326 P.3d 645 (Utah 2014) (appellate review standards and burden when challenging factual findings)