Turner v. Mendenhall
| Citation | 95 Idaho 426,510 P.2d 490 |
| Decision Date | 25 May 1973 |
| Docket Number | No. 11095,11095 |
| Parties | Jay TURNER and June Turner, husband and wife, Plaintiffs-Appellants, v. LaVern MENDENHALL et al., Defendants-Respondents. |
| Court | United States State Supreme Court of Idaho |
Merrill K. Gee, Gee & Hargraves, Pocatello, for plaintiffs-appellants.
Wallace M. Transtrum, Soda Springs, for defendants-respondents.
In 1962 Jay Turner and June Turner, plaintiffs and appellants, leased 240 acres of farm land in Caribou County from LaVern Mendenhall and Vonda Mendenhall, then husband and wife. Although the initial term of the lease was five years, the lease's renewal provision was used to extend the lease for an extra five years until December 31, 1972. Respondents obtained a Utah divorce which resulted in the wife, Vonda Mendenhall, receiving an undivided one-third of the 240 acres of Idaho farm land here in question, and the husband, LaVern Mendenhall, receiving an undivided two-thirds of the Idaho property. In August of 1968 and action was filed against the former wife, Vonda Caine, (now remarried) by LaVern Mendenhall and his daughter seeking enforcement of the Utah decree by partition or sale of the premises and the apportionment of the proceeds. The Idaho district court ruled in July of 1970 that the interests of the parties were the same as decided by the Utah decree, and ordered a sale of the property and division of the the proceeds.
During the progress of the above memtioned divorce and decree enforcement proceedings, certain negotiations were occurring between the lessors (Mendenhalls) and the lessees (Turners). The lease of the 240 acres in Caribou County contained a provision providing that the Turners would have the right of meeting any offer that the Mendenhalls might have for the sale of the leased land. 1 In March of 1968, the Turners received an alleged offer in writing 2 from Vonda Mendenhall Caine and her new husband to sell their interest in the leased land for $22,000. This was before the Idaho district court had ruled on the percentage of interest owned by each respondent. The $22,000 represented $20,000 for 160 acres claimed at the time as totally hers by Vonda Mendenhall Caine and $2,000 for her interest in the remaining 80 acres. LaVern Mendenhall gave Jay Turner, several days later, an alleged written offer 3 to sell his interest in the leased land for a percentage of a total purchase price of $20,000. In November of 1968, Mr. Turner received a letter from Mr. Mendenhall's attorney, Wallace M. Transtrum, which stated that Vonda Mendenhall Caine denied any option to sell with Turner. On April 15, 1969, appellant Turner allegedly accepted in writing the above alleged offers. 4
On March 1, 1971, LaVern Mendenhall gave written notice to the Turners that they must quit possession by April 1, 1971, and that the Mendenhalls desired and intended to sell the property for $50,000. Under the first option provision of the lease, this allowed the Turners 180 days to purchase the property at the $50,000 price. The present action was brought by the Turners on April 1, 1971. The Turners' first cause of action sought performance of a covenant of quiet enjoyment. The second cause of action asked for specific performance of the alleged option to buy at the $20,000 (plus $2,000) price or in the alternative $36,000 in damages for breach of contract. The district court granted summary judgment for respondents, holding that at best only a 'naked offer without consideration' had been made and that before any acceptance the 'offer' was withdrawn. On appeal, the Turner's assign error to the lower court summary judgment arguing that under the evidence present the decision was improper. It is argued that the option provision was validly invoked and was supported by proper consideration. It is further argued that the first cause of action precluded dismissal of the complaint and required granting of attorney fees.
Respondent urges that this appeal should not be heard since it was not taken within the statutory time for appeal. 5 The judgment in this case was filed on January 26, 1972, and the motion to reconsider was filed on February 2, 1972. This met the requirement of Rule 59(e) of the Idaho Rules of Civil Procedure. 6 The statutory sixty day period was complied with since the appeal was lodged eight days after denial of appellants' motion to reconsider. 7 The memorandum decision was filed on March 24, 1972, and the notice of appeal was filed on March 31, 1972.
The purchase provision in the lease is a 'right of first refusal' or 'right of pre-emption' provision. For the lessees to exercise the right of first refusal in this case the lessors must have received an offer and desired to sell the premises upon ascertainable terms and price. 8 The purchase option was not invoked here since the lessors received no offer from a third party in 1968. Since the alleged offers did not come within the terms of the purchase provision of the lease, the transaction was as the district court determined-a naked offer without consideration. 9
Respondents were granted summary judgment pursuant to Rule 56 of the Idaho Rules of Civil Procedure. 10 Summary judgment was proper only if the evidence showed that no 'genuine issue as to any material fact' was presented. 11 Here there were genuine issues as to material facts and a summary judgment should not have been granted. A trial should be had to determine the factual issues which are genuine and material to the case. These issues include a determination of whether the parties intended the writings involved here to actually be offers, whether there was an effective revocation if there were valid offers, and whether there was an unqualified acceptance of any valid offer.
The district court held that the purported written offer of LaVern Mendenhall 'was something entirely different.' The court did not, however, state just what it considered the purported written offer of LaVern Mendenhall to be. Whether this was an offer or not, however, is an issue of fact. This purported offer, made on a Federal Land Bank creditor's statement form, when read in light of I.C. § 29-109, 12 could very well be a valid offer. Evidence as to whether Mr. Mendenhall intended this writing to be an offer would necessarily have to be adduced.
Any offer found to have been made in this case would have been subject to revocation and withdrawal by the offeror prior to acceptance. 13 It is a question of fact whether the letter from Wallace Transtrum of November 8, 1968, was a valid and effective revocation of any previous offers. If it is found by the district court that there was any valid offer which was not revoked, then the purported acceptance of April 15, 1969, will need to be scrutinized. An acceptance, to be effective, must be identical to the offer and unconditional, not a modification of the offer or introducing new terms. 14 The minds of the parties must meet as to all the terms before a contract is formed. 15 An unreasonable lapse of time will terminate an offer 16; and just what is an unreasonable lapse of time is a question of fact for the trial court. 17
The respondents have failed to show that they are entitled to judgment as a matter of law. Since there are issues of fact to be resolved, the order of the district court granting summary judgment is reversed and the cause remanded with directions that it be reinstated and that further proceedings be had therein consonant with the views expressed herein.
Costs to appellants.
1 The purchase provision of the lease reads as follows: 'In the event that lessor desires to sell the premises, the lesee shall have the option to purchase said premises at the same price and on the same terms as any other that may be acceptable to lessor, said option to be exercised with (sic) 180 days from the date of notice given to said lessee of any such offer and intention of lessor to...
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