Logan Ranch, Karg Partnership v. Farm Credit Bank of Omaha
| Decision Date | 02 August 1991 |
| Docket Number | No. 89-338,89-338 |
| Parties | LOGAN RANCH, KARG PARTNERSHIP, a Partnership, Appellant and Cross-Appellee, v. FARM CREDIT BANK OF OMAHA, Appellee and Cross-Appellant. |
| Court | Nebraska Supreme Court |
Syllabus by the Court
1. Summary Judgment. Summary judgment is properly granted only when the pleadings, depositions, admissions, stipulations, and affidavits in the record disclose that there is no genuine issue concerning any material fact or as to the ultimate inferences deducible from such facts and that the moving party is entitled to judgment as a matter of law.
2. Summary Judgment: Proof. After the movant has shown facts entitling the movant to summary judgment as a matter of law, the opposing party has the burden of presenting evidence to show an issue of material fact which prevents a judgment as a matter of law.
3. Summary Judgment: Appeal and Error. In an appellate review of a summary judgment, the court reviews the evidence in a light most favorable to the party against whom the judgment is granted and gives such party the benefit of all reasonable inferences deducible from the evidence.
4. Contracts: Intent. A definite proposal and an unconditional and absolute acceptance thereof are necessary to establish an express contract. Furthermore, it is essential that the minds of the parties meet at every point and that nothing be left open for future arrangement for a binding contract to exist.
5. Contracts: Offers to Buy or Sell. An acceptance of an offer must be an unconditional acceptance of the offer as made, otherwise there is no contract formed.
6. Contracts: Offers to Buy or Sell. Where an acceptance differs from an offer and is coupled with any condition that varies or adds to the offer, it is not an acceptance; rather, it is a counteroffer.
7. Contracts: Offers to Buy or Sell. Where one to whom an offer has been made makes a counteroffer of different terms and conditions, the counteroffer is in reality a rejection of the original offer.
8. Contracts: Offers to Buy or Sell. A purchase agreement with a condition connected to the acceptance is not enforceable.
9. Contracts: Offers to Buy or Sell. A fundamental concept in the law of contracts is that there must be both an offer and an acceptance to create a binding contract.
10. Agriculture: Federal Acts: Actions. The Agricultural Credit Act of 1987 contains no implied private right of action to enforce its provisions.
11. Judgments: Appeal and Error. If a trial court arrives at a correct result even though it uses a reason different from that expressed by the Supreme Court, its judgment will still be upheld.
Richard E. Gee, Grand Island, for appellant and cross-appellee.
Tim W. Thompson, of Kelley, Scritsmier, Moore & Byrne, P.C., North Platte, for appellee and cross-appellant.
Logan Ranch, Karg Partnership, a partnership (Logan), appeals the granting of summary judgment to the Farm Credit Bank of Omaha (FCB). In its first cause of action, Logan brought suit for specific performance of a purchase agreement. Pursuant to 12 U.S.C. § 2219a (1988) of the Agricultural Credit Act of 1987 (Act), FCB sent Logan notice of its right of first refusal along with a purchase agreement containing the terms which FCB would accept. Logan altered the purchase agreement and delivered it to FCB. Logan's offer was rejected. FCB attempted to sell the property, but this lawsuit intervened. FCB then leased the property to the prospective purchasers. In its second cause of action, Logan alleged it had a right of first refusal to lease under the Act. The district court granted FCB's motion for summary judgment.
Summary judgment is properly granted only when the pleadings, depositions, admissions, stipulations, and affidavits in the record disclose that there is no genuine issue concerning any material fact or as to the ultimate inferences deducible from such facts and that the moving party is entitled to judgment as a matter of law. Eastroads, Inc. v. City of Omaha, 237 Neb. 837, 467 N.W.2d 888 (1991); Tuttle & Assoc. v. Gendler, 237 Neb. 825, 467 N.W.2d 881 (1991). After the movant has shown facts entitling the movant to summary judgment as a matter of law, the opposing party has the burden of presenting evidence to show an issue of material fact which prevents a judgment as a matter of law. Eastroads, Inc. v. City of Omaha, supra; Tuttle & Assoc. v. Gendler, supra. In an appellate review of a summary judgment, the court reviews the evidence in a light most favorable to the party against whom the judgment is granted and gives such party the benefit of all reasonable inferences deducible from the evidence. First Nat. Bank v. Chadron Energy Corp., 236 Neb. 199, 459 N.W.2d 736 (1990).
The section of the Act concerning the right of first refusal states in pertinent part:
(a) General rule
Agricultural real estate that is acquired by an institution of the System as a result of a loan foreclosure or a voluntary conveyance by a borrower (hereinafter in this section referred to as the "previous owner") who, as determined by the institution, does not have the financial resources to avoid foreclosure (hereinafter in this section referred to as "acquired real estate") shall be subject to the right of first refusal of the previous owner to repurchase or lease the property, as provided in this section.
(b) Application of right of first refusal to sale of property
(1) Election to sell and notification
Within 15 days after an institution of the System first elects to sell acquired real estate, or any portion of such real estate, the institution shall notify the previous owner by certified mail of the owner's right--
(A) to purchase the property at the appraised fair market value of the property, as established by an accredited appraiser; or
(B) to offer to purchase the property at a price less than the appraised value.
(2) Eligibility to purchase
To be eligible to purchase the property under paragraph (1), the previous owner must, within 30 days after receiving the notice required by such paragraph, submit an offer to purchase the property.
(3) Mandatory sale
An institution of the System receiving an offer from the previous owner to purchase the property at the appraised value shall, within 15 days after the receipt of such offer, accept such offer and sell the property to the previous owner.
....
(5) Rejection of offer of previous owner
without first affording the previous owner an opportunity to purchase the property at such price or under such terms and conditions.
Notice of the opportunity in subparagraph (A) shall be provided to the previous owner by certified mail, and the previous owner shall have 15 days in which to submit an offer to purchase the property at such price or under such terms and conditions.
(c) Application of right of first refusal to leasing of property
Within 15 days after an institution of the System first elects to lease acquired real estate, or any portion of such real estate, the institution shall notify the previous owner by certified mail of the owner's right--
(A) to lease the property at a rate equivalent to the appraised rental value of the property, as established by an accredited appraiser; or
(B) to offer to lease the property at a rate that is less than the appraised rental value of the property.
To be eligible to lease the property under paragraph (1), the previous owner must, within 15 days after receiving the notice required by such paragraph, submit an offer to lease the property.
An institution of the System receiving an offer from the previous owner to lease the property at a rate equivalent to the appraised rental value of the property shall, within 15 days after the receipt of such offer, accept such offer and lease the property to the previous owner unless the institution determines that the previous owner--
(A) does not have the resources available to conduct a successful farming or ranching operation; or
(B) cannot meet all of the payments, terms, and conditions of such lease.
....
(e) Term or condition
For the purposes of this section, financing by a System institution shall not be considered to be a term or condition of a sale of acquired real estate.
(f) Financing
Notwithstanding any other provision of this section, a System institution shall not be required to provide financing to the previous owner in connection with the sale of acquired real estate.
(g) Mailing of notice
Notwithstanding any other provision of this section, each certified mail notice requirement in this section shall be fully satisfied by mailing one certified mail notice to the last known address of the previous owner.
(Emphasis supplied.) 12 U.S.C. § 2219a.
Logan is a partnership consisting of three equal partners: Gerald J. Karg, Victor W. Karg, and Albert E. Karg. In 1984, Logan deeded tracts of land to FCB, which was at that time known as The Federal Land Bank. The transfer of the real estate was part of a deed in lieu of foreclosure arrangement between FCB and Logan. FCB undertook efforts to sell the property immediately. The property was listed with a realtor for sale. In 1986, the real estate was leased on an annual basis to Gene Welsh.
In 1988, FCB and Welsh negotiated the purchase of the property. At least some negotiations for the purchase had taken place prior to March 1988. While the negotiations...
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