435 P.3d 640
Mont.2019Background
- Sellers (Woodrow and Christine Barstad) contracted with Albert Burney, Inc. to sell a 320-acre ranch at an "absolute" on-site auction with no reserves; the auctioneer was the Sellers' exclusive agent.
- REATC (Real Estate Auction Terms and Conditions) required pre-auction bid deposits (specified amounts) in "certified funds, or other funds acceptable to the Seller and/or Auction Company," and provided that successful bidders must execute post-auction buy-sell agreements with 10% earnest money.
- Davidson registered with a $50,000 personal check plus a bank letter; the auctioneer accepted it, issued a bidder number, and Davidson won Parcel #1. He later delivered $34,100 earnest money by personal check.
- Ide registered with a $50,000 bid deposit (auctioneer's affidavits variously describe it as cash or cashier's check), won Parcel #2, and delivered $15,400 earnest money (auctioneer converted cash to cashier's check and deposited it).
- Sellers refused to close, asserting the buyers failed to meet the REATC pre-auction deposit requirements and earnest-money timing; Buyers sued for specific performance. The district court granted summary judgment for Buyers and ordered specific performance; Sellers appealed.
Issues
| Issue | Seller's Argument | Buyers' Argument | Held |
|---|---|---|---|
| Whether pre-auction deposit requirements in the REATC were conditions precedent to formation of the post-auction buy-sell agreements | The REATC made certified/approved funds a condition precedent to bid eligibility and thus to contract formation; Davidson and Ide did not comply | REATC did not make deposit strict condition precedent to formation; auctioneer (Sellers' agent) accepted deposits and authorized bidding, so contracts formed | Not a condition precedent to formation; contracts valid—summary judgment affirmed |
| Whether the auctioneer's acceptance of non-certified deposits (and any affidavit inconsistencies) created factual disputes about auctioneer authority or collusion justifying further discovery under Rule 56(f) | Auctioneer changed statements about Ide's deposit and may have colluded; Sellers needed discovery (depose witness Hogan, subpoena bank records) before summary judgment | Auctioneer was Sellers' actual and ostensible agent and had authority to accept deposits; Sellers failed to timely move for Rule 56(f) with required affidavits and only sought last-minute Rule 37 relief | No abuse of discretion—Sellers waived or failed to make the required non-speculative 56(f) showing; court properly denied relief |
Key Cases Cited
- Dick Anderson Constr., Inc. v. Monroe Prop. Co., 361 Mont. 30, 255 P.3d 1257 (Mont. 2011) (standard of review for summary judgment).
- Thompson v. Lithia Chrysler Jeep Dodge of Great Falls, 343 Mont. 392, 185 P.3d 332 (Mont. 2008) (examples of express conditions precedent to contract formation).
- Estate of Gleason v. Central United Life Ins. Co., 379 Mont. 219, 350 P.3d 349 (Mont. 2015) (distinguishing failure of condition precedent from breach of contract and remedies).