2 N.W.3d 672
N.D.2024Background
- LAWC Holdings, LLC and Vincent Watford, L.L.C. entered into three nearly identical contracts for deed for separate parcels of property.
- LAWC made payments according to the contracts, directing principal payments primarily to the “front parcel.”
- A dispute arose when LAWC tried to pay off the front parcel, but Vincent refused to cooperate and misapplied a payoff payment across all parcels and late fees.
- After a bench trial, the district court found Vincent breached the contract on the front parcel, ordered specific performance, found LAWC to be the prevailing party, and awarded attorney’s fees but no damages.
- Vincent appealed on multiple grounds, and LAWC cross-appealed on the denial of damages and attorney’s fees for appeal.
- The North Dakota Supreme Court affirmed the district court’s decision and remanded for determination of reasonable attorney’s fees on appeal.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Vincent breached the contract | Vincent misapplied payments, breached | No clear breach, followed terms as interpreted | Vincent breached front parcel contract |
| Who was the prevailing party entitled to fees | LAWC prevailed on main claim | Both parties prevailed on some issues, no clear party | LAWC was prevailing party |
| Damages for breach after specific performance | Entitled to damages and performance | Not entitled to both, LAWC failed to prove damages | No damages; specific performance sufficient |
| Recovery of mediation/non-contract fees | Fees/recoveries were reasonable | Some fees (esp. mediation) not allowable costs | Fees upheld; district court did not abuse discretion |
| Attorney’s fees on appeal | Contract allows fees for any action | Contract doesn't cover appellate fees | Attorney’s fees allowed for appeal |
Key Cases Cited
- Van Sickle v. Hallmark & Assoc., Inc., 744 N.W.2d 532 (N.D. 2008) (defines breach of contract and standard of review)
- Silbernagel v. Silbernagel, 736 N.W.2d 441 (N.D. 2007) (findings of fact are not reversed unless clearly erroneous)
- Dowhan v. Brockman, 624 N.W.2d 690 (N.D. 2001) (defines prevailing party for attorney’s fees)
- Matrix Properties Corp. v. TAG Invs., 644 N.W.2d 601 (N.D. 2002) (sets limit on recovery of damages plus specific performance)
- Dale Expl., LLC v. Hiepler, 920 N.W.2d 750 (N.D. 2018) (specific performance as equitable remedy)