Stauffer v. Benson
288 Neb. 683
| Neb. | 2014Background
- Purchase Agreement granted Benson to sell an undivided one-third interest in a farm to Stauffers for $150,000 with a financing contingency.
- Closing date extended from May 1, 2011 to March 1, 2012; financing terms and waiver discussed.
- Benson later repudiated the sale in August 2011 during the contract’s extended life and prior to the partition sale.
- The partition sale occurred in late 2011; proceeds were distributed among Ashcraft, Gary, and Benson, with the appellees seeking breach damages.
- District court found Benson breached by refusing to perform; court awarded the appellees $203,937.88, representing Benson’s one-third share net of amounts already distributed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Waiver of financing contingency valid? | Stauffers: waiver proper; contingencies for purchasers’ benefit. | Benson: waiver ineffective; contingencies must be adhered to. | Yes, waiver valid; contingencies for purchaser’s benefit may be waived. |
| Whether Benson’s repudiation precluded performance? | Appellees relied on ready, willing, able to perform. | Benson repudiated; willing to sell no longer possible. | Repudiation established; district court’s finding upheld. |
| Whether tender was required given repudiation? | Tender not necessary when seller repudiates; buyers ready to perform. | Appellees should have tendered despite repudiation. | Tender excused; readiness and willingness to perform sufficient. |
| Marketability and time for performance as to title? | Title could be conveyed subject to partition action; time extended reasonable. | Performance not feasible if title unavailable; deadlines matter. | Marketable title requirement satisfied under contract extended; time relevant but not fatal. |
Key Cases Cited
- Klapka v. Shrauger, 135 Neb. 354, 281 N.W. 612 (Neb. 1938) (mutuality of performance; tender/ready and willing standard)
- Friehe Farms, Inc. v. Haberman, 191 Neb. 292, 214 N.W.2d 916 (Neb. 1974) (unqualified renunciation excuses tender of performance)
- Lang v. Todd, 148 Neb. 726, 28 N.W.2d 434 (Neb. 1947) (readiness and willingness to perform as a standard)
- Anderson Excavating v. SID No. 177, 265 Neb. 61, 654 N.W.2d 376 (Neb. 2002) (repudiation standard and effect)