Hecate Energy Sunfish Solar 2 LLC v. Earl & Hazel Midlam Trust, 372493

Background

Defendants (cot Trustees of the Midlam Trust) owned ~178 acres and signed an October 21, 2021 option agreement granting Sunfish Solar the exclusive option to lease the parcels for five years in exchange for $122,500.
The option agreement included Exhibit A with legal descriptions and a map showing a shaded “restricted area” where owner and lessee agreed hardwood trees would remain.
The unexecuted lease appended to the option agreement contained blank spaces for the property description and the phrase “[To be inserted].”
In late 2023 Sunfish assigned the option to Hecate Energy Sunfish Solar 2, LLC (plaintiff). In March 2024 plaintiff sent notice exercising the option plus two signed leases that used a land-surveyor legal description but omitted the restricted-area map and any preservation language.
Defendants refused to sign the lease; plaintiff sued for breach of contract and sought summary disposition and a preliminary injunction ordering defendants to execute the lease. The trial court granted both; the Court of Appeals reversed.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether plaintiff validly exercised the option	Plaintiff contends it complied by paying and timely giving written notice with two copies of the lease	Defendants argue strict compliance required the lease to include the restricted-area description from Exhibit A and plaintiff’s leases omitted it	Court: Plaintiff did not strictly comply; summary disposition in plaintiff’s favor was erroneous
Whether defendants breached by refusing to sign the lease	Plaintiff says defendants were obligated to promptly execute the lease after notice	Defendants say refusal was justified because the lease omitted the bargained-for restricted area and would allow tree removal	Court: No breach; option required exact thing offered (including restriction) and plaintiff’s lease changed that term
Whether plaintiff was entitled to a preliminary injunction forcing execution	Plaintiff asserted irreparable harm to its solar project absent injunction and claimed likelihood of success on the merits	Defendants argued injunction would irreparably harm them (loss of mature hardwoods) and plaintiff had not shown likelihood of success because it failed strict compliance	Court: Trial court abused its discretion; injunction improperly granted because plaintiff didn’t satisfy option terms and defendants faced greater irreparable harm
Whether the restricted-area term is nugatory or can be ignored	Plaintiff argued the restriction concerned only the option and could be resolved later	Defendants argued the restriction is part of the exact property offered in the option and cannot be omitted in the lease	Court: Restriction is an operative term of the option and cannot be ignored or rendered nugatory by plaintiff’s lease draft

Key Cases Cited

Le Baron Homes v. Pontiac Housing Fund, 319 Mich. 310 (Mich. 1947) (option contracts require strict compliance; acceptance must exactly match offer)
In re Smith Trust, 480 Mich. 19 (Mich. 2007) (option contract is enforceable promise not to revoke; interpretation reviewed de novo)
Bergman v. Dykhouse, 316 Mich. 315 (Mich. 1946) (substantial compliance insufficient to accept option; strict compliance required)
Maiden v. Rozwood, 461 Mich. 109 (Mich. 1999) (standard for de novo review of summary-disposition rulings)
Slis v. Michigan, 332 Mich. App. 312 (Mich. Ct. App. 2020) (factors for preliminary injunction; purpose is to maintain status quo)
Quality Prods. & Concepts Co. v. Nagel Precision, Inc., 469 Mich. 362 (Mich. 2003) (modification of contract requires mutual intent)
Tolas Oil & Gas Exploration Co. v. Bach Servs. & Mfg., LLC, 347 Mich. App. 280 (Mich. Ct. App. 2023) (preservation and raise-or-waive rule in civil appeals)