This is a classic summary judgment, even if it was not titled as such. See Alliance Laundry Sys. LLC v. Stroh Die Casting Co., 2008 WI App 180, ¶¶ 12, 22–24, 315 Wis.2d 143, 763 N.W.2d 167 (whether a motion is treated as one for summary judgment depends on the substance of the motion and supporting facts, not the title given by the parties or the trial court). ¶ 14 Stanford now appeals.
This is a classic summary judgment, even if it was not titled as such. See Alliance Laundry Sys. LLC v. Stroh Die Casting Co., 2008 WI App 180, ¶¶ 12, 22–24, 315 Wis.2d 143, 763 N.W.2d 167 (whether a motion is treated as one for summary judgment depends on the substance of the motion and supporting facts, not the title given by the parties or the trial court).¶ 14 Stanford now appeals.
All. Laundry Sys. LLC v. Stroh Die Casting Co., 2008 WI.App. 180, ¶ 33, 315 Wis.2d 143, 763 N.W.2d 167; Nickel v. Theresa Farmers Coop. Ass'n, 247 Wis. 412, 415-16, 20 N.W.2d 117 (1945). “Courts often consider a quotation a preliminary step in negotiations because it does not have the level of detail and completeness of a typical offer.”
An offer is "the manifestation of willingness to enter into a bargain, made to justify another person's understanding that assent to that bargain is invited and will create a contract." Alliance Laundry Sys. LLC v. Stroh Die Casting Co., 2008 WI App 180, ¶ 32, 315 Wis. 2d 143, ¶ 32, 763 N.W.2d 167, ¶ 32. A definite expression of acceptance or a written confirmation operates as an acceptance. Wis. Stat. § 402.207.
An offer is "the manifestation of willingness to enter into a bargain, made to justify another person's understanding that assent to that bargain is invited and will create a contract." Alliance Laundry Sys. LLC v. Stroh Die Casting Co. , 2008 WI App 180, ¶32, 315 Wis. 2d 143, 763 N.W.2d 167. It must be "sufficiently certain to enable a court to understand what is asked for, and what consideration is to mature the promise." Id.
As the Gulsos point out, we held in CTI ofNortheast Wisconsin, LLC v. Herrell, 2003 WI App 19, ¶ 8, 259 Wis. 2d 756, 656 N.W.2d 794, that § 802.06(2)(b) requires notice of conversion from a motion to dismiss to a motion for summary judgment and an opportunity to present countervailing evidence. In the later case, Alliance Laundry Systems LLC v. Stroh the Casting Co., 2008 WI App 180, ¶ 20, 315 Wis. 2d 143, 763 N.W.2d 167, we explained that the requirement is one of " reasonable notice that [the court] will or might convert a motion to dismiss into a summary judgment motion . . ." (citing CTI, 259 Wis. 2d 756, ¶¶ 5-6) (emphasis in original).
In responding to the City's argument that MK Investments failed to state a claim under 42 U.S.C. § 1983, MK Investments argued: "This is a Summary Judgment Motion within the Motion to Dismiss and as such should not be considered by this court." ¶ 11 In Alliance Laundry Systems LLC v. Stroh Die Casting Co., Inc., 2008 WI App 180, ___ Wis. 2d ___, ___ N.W.2d ___, we recently had the opportunity to address whether WIS. STAT. § 802.06(2)(b) allows a trial court to convert a motion to dismiss for failure to state a claim into a summary judgment motion. We held: "When [a party] attaches affidavits or other matters outside the pleadings to its motion to dismiss and the court, in its discretion, considers these outside matters, the court must convert the [party]'s motion into one for summary judgment."
Q.C. Onics Ventures, LP v. Johnson Controls, Inc. , No. 1-04-CV-138-TS, 2006 WL 1722365 at *5-6, 2006 U.S. Dist. LEXIS 45189 (N.D. Ind. June 21, 2006) (citing cases); see alsoAll.Laundry Sys. LLC v. Stroh Die Casting Co. , 2008 WI App 180, ¶ 33, 315 Wis. 2d 143, 159-60, 763 N.W.2d 167, 175 ("Courts often consider a quotation a preliminary step in negotiations because it does not have the level of detail and completeness of a typical offer.") (citing cases). And Standex has not proven that its quotation had the detail and completeness of a typical offer.
A quotation is generally not an offer. Q.C. Onics Ventures, LP v. Johnson Controls, Inc., No. 1-04-CV-138-TS, 2006 U.S. Dist. LEXIS 45189, at *14 (N.D. Ind. June 21, 2006) (citing cases); see also All. Laundry Sys. LLC v. Stroh Die Casting Co., 2008 WI.App. 180, ¶ 33, 315 Wis.2d 143, 159-60, 763 N.W.2d 167, 175 (“Courts often consider a quotation a preliminary step in negotiations because it does not have the level of detail and completeness of a typical offer.”)
There is no evidence in the record demonstrating that the court converted Applied Underwriters' motion to dismiss into one for summary judgment. See Alliance Laundry Sys. LLC v. Stroh Die Casting Co., 2008 WI.App. 180, 1(14, 315 Wis.2d 143, 763 N.W.2d 167 ("When the defendant attaches affidavits or other matters outside the pleadings to its motion to dismiss and the court, in its discretion, considers these outside matters, the court must convert the defendant's motion into one for summary judgment.").