Ward Farms Partnership v. Enerbase Cooperative Resources
2015 ND 136
| N.D. | 2015Background
- Ward Farms (purchaser) attended a public auction and Michael Ward signed a bidder card and bill of sale containing prominent "AS IS, WHERE IS" and "ALL SALES ARE FINAL" language.
- Michael Ward was the high bidder on Enerbase’s tractor for $19,000; post-sale the tractor required extensive repairs (estimated $19,550–$31,430).
- Ward Farms sued Enerbase for fraud, misrepresentation, deceit, and breach of express and implied warranties, seeking rescission or damages.
- Ward Farms claimed auction representations (e.g., "field ready," "in good shape," recently used at a race track, previously on Enerbase’s lot) induced the purchase.
- Enerbase moved for summary judgment; Ward Farms moved to amend to add an unconscionability claim after the scheduling deadline.
- The district court granted Enerbase’s summary judgment and denied Ward Farms’ motion to amend; the Supreme Court of North Dakota affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Fraud / fraudulent inducement | Auction statements ("field ready," "in good shape," use at racetrack) were false material facts inducing purchase | Statements were mere opinion/puffery or non-material and not actionable; no clear convincing evidence of intent to deceive | Statements were puffery/dealer’s talk; no genuine issue of material fact for fraud — summary judgment affirmed |
| Breach of express/implied warranties | "Field ready" statement constituted a warranty; tractor was unmerchantable | Warranties were disclaimed by bidder card and bill of sale containing clear "as is" language | "As is" disclaimers were clear and effective under N.D.C.C.; no material fact to defeat summary judgment on warranty claims |
| Unconscionability / motion to amend | Contract terms (bill of sale / bidder card) are adhesionary and unconscionable; late-added counsel promptly sought amendment | Motion was untimely and the proposed unconscionability claim would be futile | District court did not abuse discretion: amendment untimely and futile because claim would not survive summary judgment |
| Summary judgment standard / evidence sufficiency | Facts and testimony create issues of intent and material misrepresentation | Plaintiff must present competent admissible evidence beyond pleadings; mere speculation insufficient | Court applied summary judgment de novo; plaintiff failed to present sufficient evidence to create genuine issues of material fact |
Key Cases Cited
- Kary v. Prudential Ins. Co. of America, 541 N.W.2d 703 (N.D. 1996) (elements and burden of proof for fraud; fraud must be proven by clear and convincing evidence)
- Dahl v. Messmer, 719 N.W.2d 341 (N.D. 2006) (seller’s commendations and opinion statements are puffery and not actionable where sale was "as is")
- Golden Eye Res., LLC v. Ganske, 853 N.W.2d 544 (N.D. 2014) (distinguishes puffery from concrete false factual representations that can support fraud)
- Sperle v. Weigel, 130 N.W.2d 315 (N.D. 1964) (essential element of fraud is false representation of a present or past material fact)
- Thimjon Farms P’ship v. First Int’l Bank & Trust, 837 N.W.2d 327 (N.D. 2013) (trial court’s discretion to deny untimely amendments; futility standard)
- American Bank Ctr. v. Wiest, 793 N.W.2d 172 (N.D. 2010) (intent to defraud may be inferred from circumstances)
- Heart River Partners v. Goetzfried, 703 N.W.2d 330 (N.D. 2005) (party alleging fraud must prove each element by clear and convincing evidence)