Savre v. Santoyo
2015 ND 170
N.D.2015Background
- Savre leased commercial property from Santoyo and in 2009 they executed a Lease to Purchase Option Agreement giving Savre an option to buy the property after paying at least $180,000 or during April 1–30, 2013, with procedural requirements for written 60‑day notice and a closing date.
- The option provided a $4,000 credit toward purchase price for each timely monthly payment; the agreement forbade assignment without Santoyo’s written consent and contained a clause stating waivers/modifications must be in writing.
- Savre frequently paid rent late, but Santoyo accepted the late payments without giving written notice of default or terminating the option; the court found Savre had paid at least $180,000 by Feb 27, 2013.
- Savre gave handwritten written notices to exercise the option (Dec 21, 2012 and Feb 27, 2013); Santoyo did not respond and later evicted Savre; Savre sued for breach and unjust enrichment and Santoyo counterclaimed for property damage after eviction.
- The district court held Santoyo breached the option agreement and awarded Savre $31,996 for overpayments, denied speculative damages claimed by Savre, and dismissed Santoyo’s counterclaim for property damages for lack of proof.
Issues
| Issue | Savre's Argument | Santoyo's Argument | Held |
|---|---|---|---|
| Whether Santoyo breached the option by refusing to sell after Savre exercised the option | Savre: He personally exercised the option in writing after paying required consideration; Santoyo’s failure to respond constituted breach | Santoyo: No duty to sell to JDDS; Savre had not personally performed (financing not secured); option nonassignable | Court: Savre personally exercised the option; Santoyo’s failure to respond was a breach — finding not clearly erroneous |
| Whether Santoyo waived strict compliance with timing/other option terms despite a written non‑waiver clause | Savre: Santoyo accepted late payments and never notified default, thus waived strict compliance and cannot now declare forfeiture | Santoyo: The contract required written waiver; absence of written waiver means no waiver — timely payment was required | Court: Waiver can be inferred from conduct; Santoyo’s acceptance of late payments and silence amounted to waiver — finding not clearly erroneous |
| Whether district court made sufficient findings in dismissing Santoyo’s counterclaim for property damages | Savre: Santoyo failed to corroborate damage claims; evidence contested | Santoyo: Presented testimony and photographs; court gave only conclusory rejection without factual findings | Court: District court’s brief, conclusory findings insufficient; dismissal reversed and remanded for specific factual findings |
Key Cases Cited
- Sanders v. Gravel Prods., Inc., 755 N.W.2d 826 (N.D. 2008) (breach occurs when contractual duty is not performed; waiver may be fact question)
- Brash v. Gulleson, 835 N.W.2d 798 (N.D. 2013) (bench trial findings reviewed for clear error)
- Abelmann v. SmartLease USA, L.L.C., 856 N.W.2d 747 (N.D. 2014) (contract interpretation and importance of reading contract as whole)
- Prairieview Nursing Home v. N.D. Dep’t of Human Servs., 598 N.W.2d 116 (N.D. 1999) (strict compliance usually required to exercise option)
- Pfeifle v. Tanabe, 620 N.W.2d 167 (N.D. 2000) (waiver may be inferred from conduct or delay in enforcing rights)
- Sorenson v. Slater, 786 N.W.2d 739 (N.D. 2010) (N.D.R.Civ.P. 52(a) requires specific findings in bench trials)