Guthmiller Farms, LLP v. Guthmiller
2013 ND 248
| N.D. | 2013Background
- Guthmillers sold 1/4 section of land to Guthmiller Farms in 2003.
- On Aug. 17, 2004, the Guthmillers, Guthmiller Farms, and Jeremy Guthmiller signed an option agreement granting Guthmiller Farms and Jeremy Guthmiller an option to purchase Rexine Township lands at $300/acre ($192,000).
- The option would be exercised by Guthmiller Farms giving written notice by Aug. 17, 2010; the option allowed Jeremy Guthmiller to purchase an equal share.
- Guthmiller Farms exercised the option by tendering a proposed contract for deed on Aug. 17, 2010; Jeremy Guthmiller separately exercised his right (Aug. 31, 2010 and Feb. 20, 2013).
- District court orders (Sept. 19, 2012 order; Oct. 19, 2012 judgment) held the option should be honored, Guthmiller Farms had standing, valid consideration supported the option, and the contract for deed could include Jeremy.
- After a Jan. 24, 2013 hearing, Guthmiller Farms stipulated that Jeremy could enter a separate contract for deed; the court amended its judgment on March 7, 2013.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Standing of Guthmiller Farms to sue | Guthmiller Farms claims proper standing as LLP; dissolution not effective to bar suit | Guthmills argue lack of standing due to potential dissolution status | Guthmiller Farms had standing; LLP status allowed continued suit as successor |
| Validity of consideration for the option | 2003 land purchase and 2004 option form adequate consideration | Contends consideration insufficient or broken link between 2003 purchase and option | There was valid consideration; district court not clearly erroneous on this finding |
| Exercise of option vs. counteroffer | Exercise of option by Guthmiller Farms or inclusion of Jeremy creates contract for deed | Exercise did not create a counteroffer; issues waived or not; terms negotiable after notice | Waived defense; even if considered, option exercise complied with terms and could lead to contract for deed |
| Evidence not disclosed prior to hearing | Evidence not disclosed should render judgment infirm | Issue was waived for not being raised below | Waived; not reviewed on appeal |
Key Cases Cited
- Matter of Estate of Jorstad, 447 N.W.2d 283 (N.D. 1989) (questions of law reviewable; consideration and related issues)
- Crandall v. Crandall, 2011 ND 136 (N.D. 2011) (standard for clearly erroneous findings of fact)
- Lorenz v. Lorenz, 2007 ND 49 (N.D. 2007) (presumption of correctness of district findings; favorable view of record)
- First International Bank & Trust v. Peterson, 2011 ND 87 (N.D. 2011) (standing as a question of law; de novo review)
- Matrix Props. Corp. v. TAG Invs., 2000 ND 88 (N.D. 2000) (option execution; time and terms of exercise)
- Irish Oil & Gas, Inc. v. Riemer, 2011 ND 22 (N.D. 2011) (consideration can be executory or past by statute)
- Reimche v. Reimche, 1997 ND 138 (N.D. 1997) (burden on party alleging lack of consideration)