IN COURT OF APPEALS
David M. McLaughlin, et al.,
Wilbert R. Heikkila,
Filed June 7, 2005
St. Louis County District Court
File No. C6-04-100450
Laurence J. Klun, Klun Law Firm, P.A., 1 East Chapman Street, P.O. Box 240, Ely, MN 55731 (for appellants)
Scott C. Neff, Paul D. Cerkvenik, The Trenti Law Firm, 225 North First Street, Suite 1000, P.O. Box 958, Virginia, MN 55792 (for respondent)
Donald D. Smith, Christopher P. Renz, Thomsen & Nybeck, P.A., 3300 Edinborough Way, Suite 600, Edina, MN 55435 (for amicus curiae The Minnesota Association of Realtors)
Considered and decided by Stoneburner, Presiding Judge; Hudson, Judge; and Dietzen, Judge.
S Y L L A B U S
To create a binding agreement, the acceptance of a written offer to convey real estate must be in writing and be delivered to the other party.
O P I N I O N
Appellants brought this action for specific performance of a contract to purchase respondent’s real estate. The district court determined that no contract had been formed between the parties and granted respondent’s motion to dismiss. Because we see no error of law in the dismissal, we affirm.
On August 15, 2003, respondent Wilbert Heikkila signed an agreement with Kangas Realty to sell eight parcels of Heikkila’s property. On September 8, 2003, appellant David McLaughlin met with a Kangas agent who drafted, by hand, McLaughlin’s offer to purchase three of the parcels. McLaughlin signed the offer and gave the agent three earnest-money checks, one for each parcel. On September 9 and 10, 2003, the agent prepared three printed purchase agreements, one for each parcel.
McLaughlin never signed any of the purchase agreements. But, on September 14, 2003, his wife, appellant Joanne McLaughlin, met with a second Kangas agent; she signed and initialed two of the agreements and initialed the third. On September 16, 2003, Heikkila met with the second Kangas agent. Writing on the printed agreements, Heikkila changed the price of one parcel from $145,000 to $150,000, the price of another parcel from $32,000 to $45,000, and the price of the third parcel from $175,000 to $179,000. He also changed the closing dates on all three agreements, added a reservation of mineral rights to all three, and signed all three.
Neither of the McLaughlins ever signed or otherwise indicated in writing an acceptance of Heikkila’s changes to the printed agreements before Heikkila withdrew his offer to sell. The McLaughlins learned that Heikkila had withdrawn his offer on January 1, 2004, when the Kangas agent returned the earnest-money checks to them.
In February 2004, the McLaughlins brought this action to compel specific performance of the purchase agreement. Heikkila moved to dismiss their claim. The district court, after considering matters outside the pleadings, granted his motion.
Did a contract to convey real estate exist between the parties?
Standard of Review
“[A]ny party may
move for judgment on the pleadings.”
Existence of a contract
The district court concluded that “A written offer does not evidence a completed contract [for the sale of real estate] and a written acceptance is required. There was no contract formed between the parties.” When the record taken as a whole could not support the existence of a contract, a district court may conclude that no contract existed. See Gresser v. Hotzler, 604 N.W.2d 379, 382 (Minn. App. 2000) (summary judgment appropriate when a rational factfinder, taking the record as a whole, could not find that the contract alleged by the nonmoving party exists).
A contract for the sale of land is governed by the statute of frauds, Minn. Stat. § 513.05 (2004), providing that it “shall be void unless the contract, or some note or memorandum thereof, expressing the consideration, is in writing and subscribed by the party by whom the . . . sale is to be made . . . .”
argue that their oral acceptance of Heikkila’s offer was sufficient to create a
binding contract for the sale of land. For this
argument, they rely on Schwinn v. Griffith, 303 N.W.2d 258, 262-63 (
Schwinn distinguished a line of cases
that, like this case, involved a written offer that “[did] not evidence a
completed contract and a written acceptance [was therefore] required.”
the McLaughlins rely on the Schwinn
holding that the statute of frauds is satisfied if a writing is signed by the
vendor and delivered to and accepted by the vendee.
Third, Schwinn overruled Western Land Ass’n v. Banks, 80
Only a written
acceptance by the McLaughlins of the written terms proposed by Heikkila on the
purchase agreements would have created a binding contract for the sale of land.
Without a written acceptance and
delivery to the other party to the agreement, no contract was formed. “The high volume of real estate transactions
D E C I S I O N
Because the McLaughlins never signed or otherwise provided written acceptance of Heikkila’s counteroffer and did not deliver the written acceptance to Heikkila or his agent, there was no contract for the sale of land between the parties. The district court did not err in its application of the law and properly granted Heikkila’s motion to dismiss.
For the first time in their reply brief, the McLaughlins argue that Heikkila
did not meet “the notice and other procedural requirements” of Minn. R. Civ. P.
56, governing motions for summary judgment.
But “[the] reply brief must be confined to new matter raised in the
brief of the respondent.”
 For the purposes of this appeal, we will assume that the McLaughlins did provide an oral acceptance, but we note that the only support for this assertion comes from an affidavit provided by a Kangas agent in which he directly contradicts his own previous affidavit asserting that the parties never successfully completed negotiations for the sale.
There is significant historical precedent for this view. See,
e.g., Callender v. Kalscheuer, 289 Minn. 532, 533, 184 N.W.2d 811, 812
(1971) (“Under the statute, if an owner of land makes a definite and complete
written offer to sell, written acceptance of the offer by the other party
results in the formation of an enforceable contract.”); Lake Co. v. Molan, 269 Minn. 490, 496, 131 N.W.2d 734, 738 (1964)
(“[T]o constitute a contract, valid within the statute of frauds, to convey real
estate, an offer in writing to sell must be accepted in writing.”); Bey v. Keeping, 192 Minn. 283, 286, 256
N.W. 140, 142 (1934) (“Oral acceptance [of an offer to convey real estate] is
insufficient. . . . The convention of the minds must be solemnized by an
appropriate writing, in this case an unqualified written acceptance of all
terms proposed . . .”); Kull v. Wilson,
 Gregory Co. v. Shapiro, 125
 See, e.g., Greer v. Kooiker, 312
 The McLaughlins argue that Heikkila is estopped from relying on the statute of frauds because he directed the Kangas agent not to allow them to sign the purchase agreement. But Heikkila had already withdrawn his offer and was entitled to do so. See id.