Olsen v. Johnston
301 P.3d 791
Mont.2013Background
- Olsen and Johnston owned 78 acres as tenants in common; Joyce Johnston left one-third to Johnston in 2008.
- Johnston offered to sell either Olsen’s one-third or her own two-thirds share in July 2009 to Olsen for $150,000 or $300,000 respectively.
- Olsen replied by directly accepting Johnston’s offer on July 24, 2009, stating she would purchase Johnston’s 2/3 for $300,000.
- Johnston later asserted that Olsen’s direct reply was a rejection or counteroffer and that Johnston had already agreed to sell to Dave.
- Counsel for Olsen sent a letter in August 2009 asserting a binding contract and seeking enforcement.
- The district court granted Olsen summary judgment in 2012, determining a valid contract existed and satisfied the statute of frauds; Johnston appeals.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the letters formed a binding contract | Olsen: mutual consent evidenced by acceptance. | Johnston: Olsen’s direct reply was not acceptance under the offer terms. | Yes; contract formed. |
| Whether Olsen’s acceptance complied with any exclusive mode of acceptance | Olsen accepted in a reasonable manner. | Johnston: acceptance had to be sent to Townsend. | Acceptance did not require Townsend’s reply; no exclusive mode. |
| Whether the contract satisfies the statute of frauds | Written memorandum memorialized the contract. | Opportunity to enforce; not in writing. | Memorandum satisfied the statute of frauds. |
| Whether the letters contained all material terms of the real estate contract | Terms identified: parties, subject matter, purchase price, mutual assent. | Collateral terms lacking require more details. | Yes; material terms identified; agreement enforceable. |
Key Cases Cited
- Bitterroot Int'l Sys. v. W. Star Trucks, Inc., 336 P.3d 627 (2007 MT 48) (consent shown by outward manifestations; offer/acceptance)
- Miller v. Walter, 527 P.2d 240 (1974 MT) (objective consent; how consent is determined)
- Johnson v. Ogle, 181 P.2d 791 (1947 MT) (memory of contract terms; writing not required for all terms)
- City of Bozeman v. Taylen, 339 Mont. 274, 170 P.3d 939 (2007 MT) (offers/acceptances; mode of acceptance)