Waslaski v. State
2012 ND 232
| N.D. | 2012Background
- Melvins own McIntosh County property; Ehlen offered $850,000 with a closing by March 1, 2011 and signed Purchase Agreement and Amendment.
- Melvins modified terms on Feb. 18, 2011, adding as-is condition, limited mineral rights, wetlands easement, agricultural lease, and removing equipment; changes were handwritten and initialed by Melvins.
- Ehlen did not respond after Melvins returned signed documents; Schmitz later told Melvins the deal was off, then back on; Ehlen failed to pay and did not initial amendments.
- Melvins learned on March 1, 2011 that Ehlen had not paid or signed the amendments; Melvins’ attorney terminated the transaction on March 2, 2011.
- District court found no contract; held the Melvins’ changes constituted a counteroffer and Ehlen did not accept; dismissal with prejudice and subsequent cost judgment.
- Appellate court affirmed, holding the district court’s factual findings support that no mutual assent existed to form a contract.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Mutual assent to form a contract | Ehlen contends agreement formed by binding Purchase Agreement | Melvins’ changes created a counteroffer; no mutual assent | No contract; changes were a counteroffer; no mutual assent |
| Effect of Melvins' handwritten changes | Changes should be treated as acceptance | Changes constitute a counteroffer not acceptance | Not binding; counteroffer rejected by Ehlen |
| Parol evidence and statute of frauds applicability | Parol rule or statute of frauds may bar the counteroffer | Modifications in writing; no valid contract | Parol and statute of frauds not applicable; no contract existed |
Key Cases Cited
- Berg v. Lien, 522 N.W.2d 455 (ND 1994) (acceptance must be absolute and in accordance with offer terms)
- Greenberg v. Stewart, 236 N.W.2d 862 (ND 1975) (a counterproposal acts as a rejection unless separable from unmodified terms)
- Kadrmas, Inc. v. Oxbow Energy, LLC, 2007 ND 12, 727 N.W.2d 270 (ND 2007) (mutual assent determined from objective manifestations; credibility matters)
- Silbernagel v. Silbernagel, 2007 ND 124, 736 N.W.2d 441 (ND 2007) (parol evidence rule; integrated written contract; modifications may be outside rule)
- Stonewood Hotel Corp., Inc. v. Davis Dev., Inc., 447 N.W.2d 286 (ND 1989) (acceptance must be absolute or clearly separable from added terms)
- B.J. Kadrmas, Inc. v. Oxbow Energy, LLC, 2007 ND 12, 727 N.W.2d 270 (ND 2007) (mutual assent standard; silence not acceptance)