The Institute of Range and American Mustang v. The Nature Conservancy, 122618 SDSC, 28586-a
|Opinion Judge:||PER CURIAM.|
|Party Name:||The Institute of Range and The American Mustang, Plaintiff and Appellant, v. The Nature Conservancy; Robert Paulson A/K/A Bob Paulson, individually and as an agent for The Nature Conservancy, Defendants and Appellees, and Will R. Eidsness and Hilary B. Eidsness; Fall River County, a political subdivision of the State of South Dakota, a...|
|Attorney:||JOHN R. HINRICHS of Heidepriem, Purtell, Siegel & Olivier, LLP Sioux Falls, South Dakota Attorneys for plaintiff and appellant. ROGER A. TELLINGHUISEN MICHAEL V. WHEELER of DeMersseman, Jensen, Tellinghuisen & Huffman, LLP Rapid City, South Dakota Attorneys for defendants and appellees The Nature...|
|Judge Panel:||GILBERTSON, Chief Justice, and KERN, JENSEN, and SALTER, Justices, concur.|
|Case Date:||December 26, 2018|
|Court:||Supreme Court of South Dakota|
CONSIDERED ON BRIEFS ON NOVEMBER 12, 2018
APPEAL FROM THE CIRCUIT COURT OF THE SEVENTH JUDICIAL CIRCUIT FALL RIVER COUNTY, SOUTH DAKOTA THE HONORABLE HEIDI LINNGREN Judge.
JOHN R. HINRICHS of Heidepriem, Purtell, Siegel & Olivier, LLP Sioux Falls, South Dakota Attorneys for plaintiff and appellant.
ROGER A. TELLINGHUISEN MICHAEL V. WHEELER of DeMersseman, Jensen, Tellinghuisen & Huffman, LLP Rapid City, South Dakota Attorneys for defendants and appellees The Nature Conservancy and Robert Paulson.
[¶1.] The Institute of Range and the American Mustang (IRAM) appeals from a summary judgment dismissing its suit against The Nature Conservancy. IRAM sought to void a seventeen-year-old deed of conservation easement and to quiet title to its property.1 IRAM claimed: (1) The Nature Conservancy obtained the deed by fraud; (2) IRAM's president entered into the transaction without corporate authority; and (3) there was a failure of consideration and no meeting of the minds concerning the terms of the easement giving The Nature Conservancy a property interest. We affirm.
Facts and Procedural History
[¶2.] In 1988, Dayton Hyde moved to the Black Hills to create a wild horse sanctuary. He formed IRAM as a South Dakota non-profit corporation to acquire land and preserve a habitat for horses. IRAM's original board of directors included: Hyde, Richard Blue, and attorney Robert Friese. Later board members included: Susan Watt and Randy Wright. Hyde has been the president of IRAM since its creation and was in charge of its day-to-day operations.
[¶3.] The Nature Conservancy is a charitable non-profit corporation authorized to do business in South Dakota with a stated mission to conserve the lands and waters upon which all life depends. The Nature Conservancy pursues its mission by obtaining conservation easements on private property.2 Landowners often donate the easements; however, easements are also purchased from landowners.
[¶4.] In 1998, Robert Paulson from The Nature Conservancy's Wyoming office contacted IRAM about obtaining a conservation easement on IRAM's property. Paulson, acting on behalf of The Nature Conservancy, first discussed the terms of the easement with Hyde "over the back of a pickup truck." Paulson claimed he also met with IRAM's board regarding the easement. More specifically, he testified that in the fall of 1998, he met with Hyde and board members Blue and Watt in Washington to discuss the easement. Blue confirmed he had reviewed a draft of the easement in 1998 when visiting IRAM's property in South Dakota.
[¶5.] To facilitate the transaction, Hyde and Paulson executed an option to purchase the conservation easement. Pursuant to the option, IRAM granted The Nature Conservancy the right and option to acquire a conservation easement over IRAM's real property. The option indicated "[t]he total purchase price for the Conservation Easement, including the Option Consideration, (the 'Purchase Price'), shall be Two Hundred Thirty Thousand Dollars ($230, 000)." The option required the deed of conservation easement to be substantially similar to the one that was attached as Exhibit B. It also required the easement include provisions "in Section 5 below." Section 5 required that within twenty days after the parties approved an easement documentation report, The Nature Conservancy and IRAM would approve "a final form of a Deed of Conservation Easement," which again was to be substantially similar to Exhibit B.
[¶6.] Exhibit B contained a section titled, "Subsequent Sale, Exchange or Involuntary Conversion," which provided in relevant part that IRAM and The Nature Conservancy "agree that granting of this Easement immediately vests" The Nature Conservancy "with a property right[.]" The "full market value of this property right" was described in part as "50% of the full market value of the Property." The final deed similarly gave The Nature Conservancy an interest in IRAM's property and described the fair market value of the property right in part as: "50% of the fair market value of the Property."3 Hyde signed the option on behalf of IRAM; and Paulson signed on behalf of The Nature Conservancy. The option recited that both parties were authorized to enter into the transaction.
[¶7.] The parties subsequently amended the option two times. The first amendment changed a provision relating to the easement documentation report and the date upon which The Nature Conservancy and IRAM would approve the final deed. Additionally, and consistent with the original option, the first amendment provided that the deed of conservation easement would "be substantially in the form" as Exhibit B and would be consistent with changes IRAM and The Nature Conservancy would agree upon based on the easement documentation report. The second amendment again changed the date the parties were to approve the final deed. Like the prior documents, the second amendment required that the deed "be substantially in the form...
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