Opinion
No. A04-1069.
Filed February 8, 2005.
Appeal from the District Court, Olmsted County, File No. C4-01-1284.
William L. French, (for respondents)
Raymond L. Hansen, O'Brien Wolf, L.L.P., (for appellants)
Considered and decided by Willis, Presiding Judge; Peterson, Judge; and Hudson, Judge.
This opinion will be unpublished and may not be cited except as provided by Minn. Stat. § 480A.08, subd. 3 (2004).
UNPUBLISHED OPINION
Appellant-sellers challenge the trial court's denial of a judgment notwithstanding the verdict (JNOV) motion, arguing that they revoked their offer to sell real property before the respondent-buyers accepted the offer. Because the trial court did not err, we affirm.
FACTS
On March 23, 1998, respondent-buyer Ronald Rehm and appellant-seller Romeo Tlougan signed a purchase agreement in the office of Mr. Rehm's attorney, Jeffrey Thompson, for the sale of 160 acres of real property. Mr. Rehm and Mr. Tlougan had discussed buying/selling the property, which borders Mr. Rehm's 350-acre farm, approximately a dozen times since 1995. The $171,500 purchase price was to be paid by $1,000 in earnest money, $70,500 on closing, and $100,000 by contract for deed.
Mr. Rehm testified that on March 23, 1998, he and Mr. Tlougan talked with Roger Ihrke, a business operator who provides zoning-administration services in Olmsted County, about subdividing a four-acre portion of the property that included a homestead/building site. Mr. Ihrke told them that a four-acre split might not be approved by the local township board. Following their discussion with Mr. Ihrke, Mr. Tlougan and Mr. Rehm discussed the purchase price. They then went to Mr. Thompson's law office, where Mr. Thompson talked with them for about 30 minutes and drafted the purchase agreement. The purchase agreement contained a contingency clause because Mr. Tlougan wanted to keep the four-acre parcel that contained the homestead site. Mr. Tlougan agreed that he was responsible for getting the township and county to approve the subdivision. The closing date was set for April 30, 1998, or when the proposed subdivision was approved. After reviewing the purchase agreement, both men signed the document, and Mr. Rehm gave Mr. Tlougan a $1,000 earnest-money check. Mr. Tlougan then took the purchase agreement home for his wife to sign and brought it back to Mr. Rehm's body shop after lunch.
Kay Rehm testified that she signed the purchase agreement during the afternoon of March 23, 1998, as well. Ms. Rehm testified that Mr. and Ms. Tlougan's signatures as well as Mr. Rehm's signature were already on the purchase agreement when she signed the document at Thompson's office. Ms. Rehm dated her signature, though Mr. Rehm and the Tlougans had not dated their signatures. Thompson testified that he kept the executed purchase agreement in his office.
The Tlougans' attorney, Donald DeVaughn, testified that, on April 2, 1998, he called Thompson and requested a copy of the purchase agreement. DeVaughn testified that Thompson faxed him a copy of the contract signed by Mr. Tlougan and Mr. Rehm, but not by their spouses. Thompson testified that the copy he faxed to DeVaughn only had Mr. Tlougan's and Mr. Rehm's signatures because he copied the purchase agreement before it left his office on March 23, 1998, to be signed by the parties' spouses, in case there was an accident with the original purchase agreement. And because the photocopy with only two signatures happened to be sitting on top of the file, Thompson faxed it to DeVaughn.
After the purchase agreement was signed, Mr. Rehm had two informal discussions with the township board concerning the proposed four-acre split. The township did not approve the four-acre split, and on July 15, 1998, Mr. Tlougen was informed of that fact. The parties then discussed making an 80-acre split. Mr. Rehm said he would be content with 80 acres if that was all he could get.
In July 1998, Mr. Rehm saw that Mr. Tlougan had advertised the entire property for sale in the newspaper. Mr. Rehm testified that when he saw the advertisement, he thought that Mr. Tlougan was trying to sell the parcel with the building. In March 1999, Mr. Tlougan told Mr. Rehm that he had sold the homestead/building site portion of the property. Mr. Tlougan had actually secured a 15-acre split, which Mr. Rehm first learned about after the transaction was completed. Then Mr. Tlougan told Mr. Rehm that he wanted $400 more per acre for the sale for the property. The Rehms would not agree to the price increase.
On April 9, 1999, DeVaughn, on behalf of the Tlougans, sent a document entitled "cancellation of purchase agreement" to the Rehms. DeVaughn testified that after he sent the document to the Rehms, Thompson faxed him a copy of the purchase agreement, containing Ms. Tlougan's and Ms. Rehm's signatures. When the Tlougans refused to complete the transaction, the Rehms initiated an action for specific performance on June 1, 1999. Both parties moved for summary judgment. On October 9, 2001, the trial court granted Tlougans' motion for summary judgment.
On May 28, 2002, this court reversed the trial court's grant of summary judgment in favor of the Tlougans and remanded for clarification of issues. Following a bench trial on July 8 and 9, 2003, the trial court ordered the Tlougans to specifically perform their obligations under the purchase agreement. On November 28, 2003, the Tlougans moved the trial court for a new trial, amended findings, and a judgment notwithstanding the verdict. Following a hearing on the posttrial motion, the trial court denied the Tlougans' motion. This appeal follows.
DECISION
The Tlougans' sole challenge on appeal is that the district court erred by denying their JNOV motion. The Tlougans' motion for JNOV was improper because they had a court trial, rather than a jury trial. See 1A David F. Herr Roger S. Haydock, Minnesota Practice § 50.10 (2003) (stating that a JNOV "motion is only available in jury trials"). But the Tlougans appealed from the judgment entered on the trial court's order denying their motion for JNOV, amended findings, and a new trial. Therefore, we will review the Tlougans' challenge, but we will analyze their claims in the context of the trial court's denial of amended findings and a new trial.
A court may amend its findings or make additional findings and may amend the judgment accordingly if judgment has been entered. Minn. R. Civ. P. 52.02. The scope of review on appeal is limited to deciding whether the trial court's findings are clearly erroneous and whether the trial court erred in its legal conclusions. Foster v. Bergstrom, 515 N.W.2d 581, 585 (Minn. App. 1994). The trial court's findings of fact will be reversed only if the reviewing court is left with the definite and firm conviction that a mistake has been made, and the standard of review on appeal is whether the evidence sustains the findings and whether the findings support the conclusions. Snesrud v. Instant Web, Inc., 484 N.W.2d 423, 428 (Minn.App. 1992), review denied (Minn. June 17, 1992).
The trial court found that "[respondent-buyers] have proven, by clear and convincing evidence, that a clear, enforceable, valid, binding contract was signed by the parties on March 23, 1998." The trial court explained in its March 18, 2004 order denying the Tlougans' post-trial motions that:
Defendants also complain that acceptance of the contract was never communicated in writing to them and they never knew whether Kay Rehm had ever signed it. But defendants note that "formation of a contract is judged by the objective conduct of the parties. Gresser v. Hotzler, 604 N.W.2d 118, 112 [sic] (Minn. 1981).". . . Here, the Court considered not only the documentary evidence of a contract, but the conduct of the parties from March 23, 1998 onward.
The Tlougans argue that they revoked their offer before the Rehms communicated their acceptance. And the Tlougans argue there is no evidence in the record that the Rehms provided them with an acceptance of the offer signed by Ms. Rehm until after the Tlougans revoked the offer on April 9, 1999. The Tlougans also assert that the purchase agreement "specifically requires acceptance to be in writing." Therefore, according to the Tlougans, the Rehms failed to communicate their acceptance because they did not send the Tlougans a copy of the purchase agreement with Ms. Rehm's signature, and thus a contract was never formed.
The Rehms argue that "[w]hether a fully-executed copy of the purchase agreement was delivered to either party prior to closing was and is totally irrelevant to whether either party could enforce the contract for non-performance," and that they communicated their acceptance to appellant-sellers by their conduct.
Here, the trial court's finding that a contract was formed on March 23, 1998, is supported by the record and by Minnesota law. There must be a meeting of minds in order to make a contract. Pogreba v. O'Brien, 223 Minn. 430, 432, 27 N.W.2d 145, 146 (1947). "An offer without acceptance is not a contract, and as a rule the acceptance to be binding must be in accord with the terms of the offer, and not in some other manner." Id. (quotation omitted). Delivery is ordinarily an essential element of the execution of a written contract. Id., 223 Minn. at 434, 27 N.W.2d at 146; see also Bey v. Keeping, 192 Minn. 283, 286, 256 N.W. 140, 142 (1934) (stating that "written acceptance must be delivered"). The purpose of the delivery requirement is to "provide an overt, objective manifestation of an intent to complete the transaction, analogous to the common law concept of livery of seisin." Nodland v. Chirpich, 307 Minn. 360, 367, 240 N.W.2d 513, 517 (1976). And the supreme court has found that delivery of a photocopy of a contract for sale can provide the required "objective manifestation of intent," even where the photocopy is missing signatures that are undoubtedly on the original contract. See id. (holding that the deliverance of a photocopy of a contract for the sale of property showing six signatures of the eight co-owners provides the required objective manifestation of intent to fulfill the delivery requirement where there is no question but that all of the eight co-owners signed the original contract, which was subsequently lost).
Here, there is no question that a contract was formed when Mr. Rehm and Mr. Tlougan signed the purchase agreement in Thompson's office on March 23, 1998. The parties had a "meeting of the minds" on the terms of the contract. Mr. Tlougan and Mr. Rehm agreed when they left Thompson's office that their spouses would sign the purchase agreement. And, in fact, as the trial court correctly found, both Ms. Tlougan and Ms. Rehm signed the purchase agreement later that day.
We also note that when Thompson faxed Tlougan's attorney (DeVaughn) a copy of the purchase agreement containing only the husbands' signatures, Tlougan knew there had to be another, presumably fully executed copy of the purchase agreement, because he knew his wife had signed the original purchase agreement on the same day he did; yet her signature was not on the copy Thompson faxed to DeVaughn.
Like the photocopy of a contract for the sale of property in Nodland that evidenced fewer than all of the co-owners' signatures, we believe the delivery of a photocopy to Mr. Tlougan's attorney of the purchase agreement with Mr. Tlougan and Mr. Rehm's signatures was functionally the delivery of the Rehms' acceptance. Therefore, we conclude that the Rehms accepted and functionally delivered their acceptance by virtue of the fact that all parties signed the purchase agreement on March 23, 1998, and Mr. Tlougan received a photocopy of the purchase agreement bearing Mr. Tlougan's and Mr. Rehm's signatures.
Because the trial court did not clearly err in refusing to amend its findings to reflect that the parties did not deliver acceptance of the purchase agreement, we affirm. And because there is evidence reasonably supporting the trial court's findings, the district court did not err by denying the Tlougans' motion for a new trial. See ZumBerge v. N. States Power Co., 481 N.W.2d 103, 110 (Minn.App. 1992) ("On appeal from a denial of a motion for a new trial, the verdict must stand unless it is manifestly and palpably contrary to the evidence, viewed in a light most favorable to the verdict."), review denied (Minn. Apr. 29, 1992).