This opinion will be unpublished and

may not be cited except as provided by

Minn. Stat. § 480A.08, subd. 3 (2002).






Douglas A. Willner,


Leonard Willer,


Filed August 5, 2003


Stoneburner, Judge


Kandiyohi County District Court

File No. C402279


Stacy L. Vinberg, Qualley, Boulton & Vinberg, 137 St. Olaf Avenue North, Box 146, Canby, MN 56220 (for respondent)


David C. McLaughlin, Fluegel, Helseth, McLaughlin, Anderson & Brutlag, Chtd., 212 Second Street Northwest, Ortonville, MN 56278 (for appellant)


            Considered and decided by Stoneburner, Presiding Judge, Harten, Judge, and Hudson, Judge.

U N P U B L I S H E D  O P I N I O N




Appellant challenges the district court’s judgment for respondent in this eviction action, arguing that the parties had an enforceable contract for deed that could only be cancelled under Minn. Stat. § 559.21 (2002).  Because the district court correctly determined that the parties did not enter into an enforceable contract for deed, we affirm.



Appellant Leonard Willer is the former owner of 200 acres of farmland that includes an approximately 10-acre building site.  When appellant lost the farmland through foreclosure, David Machart redeemed the land on appellant’s behalf.  Under various agreements with Machart, appellant remained in the house on the building site and continued to farm the land.

            In August 1997, Machart and appellant entered into a written agreement whereby respondent Douglas Willner advanced funds to appellant to purchase the land. Respondent wrote to appellant that he would advance the $145,000 on condition that the property would be deeded to respondent, and that appellant could repurchase all but 37.9 acres of the land, or could buy the building site for $25,000.  In September 1997, appellant gave respondent a warranty deed to the land and the parties had an oral lease allowing appellant to rent the building site at $400 per month due on the first day of each month, and the remaining farmland for $13,000 per year, one-half due in the spring and one-half due in the fall. 

            On September 26, 1997, respondent drafted a document entitled, “Purchase Agreement/Contract for Deed” for the sale of a 10-acre parcel, including the building site.  Appellant was to purchase the property for $25,000, to be paid in installments of $400 per month.  The interest rate was “1% per annum more than the interest rate that [respondent] shall pay to the bank.”  Respondent and his wife signed this agreement and sent it to appellant’s attorney for appellant to sign and record.  The legal description of the property was not professionally prepared, making the document unrecordable.

            Appellant did not sign the “Purchase Agreement/Contract for Deed” sent by respondent, but appellant’s attorney sent respondent an unsigned document entitled “Contract for Deed.”  This document failed to specify the terms of the repayment obligation and to properly describe the property.  Respondent did not sign appellant’s contract for deed but instead requested a change.  After appellant’s attorney made respondent’s requested change, respondent and his wife signed the document and returned it to appellant’s attorney.  Appellant’s attorney forwarded the document to appellant, but appellant never signed it.  This exchange of documents all took place on one day.

            Appellant continued to occupy the farmland and the building site.  He made only sporadic payments to respondent.  On December 1, 2000, respondent wrote a letter to appellant stating that because appellant had been in default on his payments, any agreements the parties made concerning appellant purchasing the farm back were null and void.  Appellant remained on the building site, but the parties agreed that he would no longer make payments on the farmland.

            By letter dated June 28, 2001, respondent directed appellant to remove his personal belongings from the property by July 15, 2001.  In a letter dated July 20, 2001, respondent thanked appellant for satisfying arrearages, and stated that there is no lease and no other agreement in effect.  In a letter to appellant dated August 13, 2001, respondent purports to memorialize a meeting between the parties, discusses an auction date, and offers to sell the building site to appellant for $75,000 under a proposed payment plan.  On January 16, 2002, respondent wrote to appellant stating that appellant must remove his belongings from the property by February 1, 2002.  Appellant did not vacate the property.

Respondent initiated an eviction action on February 28, 2002.  Appellant answered respondent’s complaint, asserting that (1) he possessed the property under a contract for deed; (2) the contract for deed had not been cancelled under Minn. Stat. § 559.21; and (3) he had paid a substantial portion of the purchase price.  After a court trial,  the district court found that the parties did not enter into a contract for deed and that appellant “seeks to bind [respondent] to an agreement that [appellant] himself did not sign and to which he could not be bound.”  The district court credited respondent’s testimony that appellant was in possession of the property under an oral lease agreement, found that appellant failed to perform under the lease agreement, and concluded that respondent was entitled to possession of the property.  The district court ordered appellant to vacate the property by December 15, 2002, and ordered that a writ of restitution issue on that date.  Judgment was entered and this appeal followed.



            Appellant contends that the district court erred as a matter of fact and law in determining that no enforceable contract for deed existed between the parties.  We will not reverse a district court’s findings of fact unless those findings are clearly erroneous.  Fletcher v. St. Paul Pioneer Press, 589 N.W.2d 96, 102 (Minn. 1999) (citing Minn. R. Civ. P. 52.01).  “Findings of fact are considered clearly erroneous only if they are not reasonably supported by the evidence.”  Id.  A reviewing court shows great deference to a fact finder’s determination of witness credibility.  Sefkow v. Sefkow, 427 N.W.2d 203, 210 (Minn. 1985). [1]

 Appellant argues that he had possession of the property under a valid contract for deed that could be cancelled only under the procedures set out in Minn. Stat. §559.21, which respondent did not follow.  Minn. Stat. § 559.21, subd. 2a (2002).  Appellant concedes that absent a valid contract, the cancellation procedures of section 559.21 are not implicated and appellant does not dispute that there is no contract for deed signed by both parties.  But appellant asserts that respondent’s initial letter describing the parties’ agreement and the two proposed agreements signed by respondent are sufficient to establish a valid contract for deed between the parties.  We disagree. 

“[A]n offer to buy or sell property or [real estate] imposes no obligation until it is accepted according to its terms.”  Lake Co. v. Molan, 269 Minn. 490, 497, 131 N.W.2d 734, 739 (1964).  The mirror image rule governs determination of offer and acceptance in real estate contracts.  Rose v. Guerdon Indus., Inc., 374 N.W.2d 282, 284 (Minn. App. 1985).  This means that a valid acceptance, which gives rise to a binding contract,

must be made in unequivocal and positive terms which comply exactly with the requirements of the offer.  If the acceptance seeks to vary, add to, or qualify the terms of the offer, it is not positive and unequivocal, and constitutes a rejection of the offer and a counteroffer.


Id. (quotation omitted) (emphasis in the original).  In addition, Minnesota courts have long held that acceptance of a written offer to sell property must be in writing.  Lake Co., 269 Minn. at 497, 131 N.W.2d at 738. 

Here, the evidence supports the district court’s findings that the parties exchanged offers and counteroffers regarding the sale of the building site, and that appellant did not sign respondent’s last offer to sell the property and therefore never accepted that counteroffer.  The findings support the district court’s conclusion that there was no binding contract for deed between the parties and that respondent, having cancelled the oral lease, is entitled to possession of the property.        



[1] What appears to be the original Minnesota Certificate of Title with the completed assignment, signed by Jason Miller and Jessica Freeman, is in the record as Exhibit #2 to the deposition of Jason Miller.  It is not clear from the deposition which party produced this exhibit.