Walters v. Sporer
298 Neb. 536
Neb.2017Background
- In 1998 John D. Walters and his then‑spouse sold ~8 acres to Douglas and Debra Lau; the warranty deed included a clause giving Grantor (Walters) a 30‑day written notice and a right to buy on the same terms (a claimed right of first refusal).
- The transaction also included financing (note and trust deed), an option on adjacent acreage, and other documents; the deed and documents were delivered to the parties after closing.
- The Laus paid off the note in 2007 and later, in 2013, sold the combined ~13‑acre tract to Jay and Melanie Sporer by warranty deed without giving John written notice of terms or offering him the property.
- John sued in 2014 seeking specific performance/enforcement of the right of first refusal; the Laus and Sporers moved for summary judgment arguing the right was unenforceable under the statute of frauds and/or expired.
- The district court granted summary judgment for the Laus and Sporers, holding the deed language did not satisfy the statute of frauds; the Nebraska Supreme Court reversed and remanded.
Issues
| Issue | Plaintiff's Argument (Walters) | Defendant's Argument (Laus/Sporers) | Held |
|---|---|---|---|
| Whether a right of first refusal (RFR) reserved in the 1998 deed is enforceable under the statute of frauds | The RFR, reserved in the deed, is a nonvested property interest enforceable; acceptance of the deed by grantees satisfies statute of frauds signature requirement | RFR is a contract for sale or a regrant that must be signed by grantees; Laus did not sign or agree to an indefinite RFR | RFR is a nonvested property interest that may be reserved in a deed; acceptance of the deed by the grantees satisfies statute of frauds requirements, so it is enforceable |
| Whether the deed’s RFR is an exception (not subject to SOF) or a reservation (subject to SOF) | The clause is a reservation to the grantor in the deed and therefore binding | Laus/Sporers argued it was not a reservation (no present interest or easement) and so should not be treated as a reservation enforceable against grantees | The court treated the clause as a reservation (a regranted, nonpossessory interest) and therefore subject to statute of frauds signature rules but enforceable via deed acceptance |
| Whether acceptance/recording by the grantees binds them to the reservation absent their signature | Acceptance of the deed operates as the grantee’s assent; delivery/acceptance equates to signing for purposes of § 36‑103; grantees enjoyed benefits for years | Laus claim lack of assent or that any RFR was limited by trust deed; they didn’t sign a separate instrument and contend no indefinite RFR was agreed | The court held accepted precedent: a grantee who accepts a deed is bound by its recitals/reservations; acceptance satisfies the statute’s signature requirement absent fraud |
| Whether summary judgment for defendants was appropriate | John sought specific performance but also summary judgment; argued genuine disputes of fact exist | Laus/Sporers urged summary judgment because no enforceable contract existed under § 36‑105 or otherwise | The Supreme Court reversed summary judgment for defendants, holding material factual issues remain and the RFR was not void under the statute of frauds; remanded for further proceedings |
Key Cases Cited
- Winberg v. Cimfel, 248 Neb. 71 (Neb. 1995) (distinguishes options and rights of first refusal; RFR constrains owner once triggered)
- Schupack v. McDonald’s System, Inc., 200 Neb. 485 (Neb. 1978) (discusses personal nature/assignability of certain RFRs; not decisive on real property RFR interests)
- Bauermeister v. Waste Mgmt. Co., 280 Neb. 1 (Neb. 2010) (classifies an option as a nonvested property interest for perpetuities analysis)
- Elrod v. Heirs, Devisees, etc., 156 Neb. 269 (Neb. 1952) (defines reservations and exceptions; a grantor may reserve nonpossessory interests)
- Schaffert v. Hartman, 203 Neb. 271 (Neb. 1979) (discusses reservations that create rights to use/enjoy land; referenced in reservation analysis)