Lindgren v. Clearwater Nat. Corp., C6-93-1556

Decision Date26 May 1994
Docket NumberNo. C6-93-1556,C6-93-1556
PartiesWallace LINDGREN, et al., Appellants, v. CLEARWATER NATIONAL CORPORATION, et al., Respondents.
CourtMinnesota Supreme Court
ORDER

Based upon all the files, records and proceedings herein,

IT IS HEREBY ORDERED that the decision of the court of appeals filed on February 1, 1994 be, and the same is, reversed. The court of appeals' decision reversed the summary judgment entered in favor of defendants Clearwater National Corporation and remanded to the trial court for its consideration of extrinsic evidence of the parties' intent and its resolution of the question of whether conditions precedent contained in the document entitled "letter of intent" were satisfied.

In construing the document as executed on October 27, 1992, the trial court focused on paragraph 7, which provided that:

[t]he parties shall enter into a definite purchase agreement which shall be drafted by the buyers within 30 days.

The trial court concluded that the "letter of intent" merely created an agreement to negotiate in good faith and that it was not the complete and final agreement the parties contemplated would govern the conveyance of the real estate at issue. We agree with that construction and direct the reinstatement of the summary judgment in favor of the defendant sellers, Clearwater National Corporation, et al.

Reversed and summary judgment reinstated.

BY THE COURT:

/s/ M. Jeanne Coyne

Associate Justice

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8 cases
  • Richie Co. Llp v. Lyndon Ins. Group, Inc.
    • United States
    • U.S. Court of Appeals — Eighth Circuit
    • January 9, 2003
    ...a letter of agreement constitutes an enforceable contract is a question of law that is reviewed de novo. See Lindgren v. Clearwater Nat'l Corp., 517 N.W.2d 574 (Minn.1994). III. The dispositive issue is whether the April 16 letter of agreement is an unenforceable agreement to agree or an en......
  • Johnson v. Menth, No. A06-1324 (Minn. App. 7/17/2007)
    • United States
    • Minnesota Court of Appeals
    • July 17, 2007
    ...of intent, is not intended to be the complete and final agreement of the parties, it is not enforceable. Lindgren v. Clearwater Nat'l Corp., 517 N.W.2d 574, 574 (Minn. 1994). Menth and Lee argue that a letter of intent is only a tentative agreement, contingent upon the successful completion......
  • Free Spirit Publ'g v. Dworsky
    • United States
    • U.S. District Court — District of Minnesota
    • April 18, 2022
    ... ... face.” Bell Atl. Corp. v. Twombly , 550 U.S ... 544, 555, 570 (2007) ... agreement, ” Lindgren v. Clearwater Nat'l ... Corp. , 517 N.W.2d 574, 574 ... ...
  • U.S. v. O'Shaughnessy
    • United States
    • Minnesota Supreme Court
    • June 24, 1994
    ... ... trustees have discretion to withhold payments); First Nat'l Bank of Md. v. Dept. of Health & Mental Hygiene, 284 Md ... ...
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