Gresser v. Hotzler

604 N.W.2d 379 (Minn. Ct. App. 2000)

 

RULE:

Whether a contract is formed is judged by the objective conduct of the parties and not their subjective intent. Minnesota has followed the mirror image rule in analyzing acceptance of offers. Under that rule, an acceptance must be coextensive with the offer and may not introduce additional terms or conditions. When the offer is positively accepted, however, a requested or suggested modification does not prevent contract formation, regardless of whether the modification is accepted.

FACTS:

Appellant submitted purchase agreement to respondents for purchase of real property. Respondents signed and returned the agreement. Appellant then changed closing date to a date that was approximately six weeks later than initial closing date. Appellant initialed change and returned agreement to respondents with earnest money. Respondents received another offer and accepted the new offer. Appellant sued for specific performance and alternatively for breach of contract. The district court held that contract was not legally binding. The court affirmed. 

ISSUE:

Given the undisputed facts in the record, did the district court err by concluding that the purchase agreement between the Hotzlers and Gresser was not legally binding?

ANSWER:

No.

CONCLUSION:

Whether a contract is formed is judged by the objective conduct of the parties and not their subjective intent. Minnesota has followed the "mirror image rule" in analyzing acceptance of offers. Under that rule, "an acceptance must be coextensive with the offer and may not introduce additional terms or conditions." When the offer is positively accepted, however, a requested or suggested modification does not prevent contract formation, regardless of whether the modification is accepted.

Gresser first argues the district court erred by making findings on disputed facts material to whether the parties formed a contract. We disagree. The district court's function on a summary judgment motion is to determine whether genuine factual issues exist. In making this determination, the court may consider whether reasonable persons could draw only one inference from the evidence. In this case, after reviewing the evidence, the district court listed the facts it found to be uncontroverted. The district court did not exceed the scope of its function on a summary judgment motion in so doing.  A district court's listing of uncontroverted facts for explanatory purposes is permissible even though the findings are not accorded the deference an appellate court is required to give findings made pursuant to Minn. R. Civ. P. 52.01Whisler v. Findeisen, 280 Minn. 454, 455, 160 N.W.2d 153, 154 n.1 (1968). Even if the court engaged in unwarranted factfinding, however, its error is harmless because its legal conclusion is premised on undisputed facts.

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