Paul Jonathan Forster (argued) and Malcolm H. Brown (appeared), Bismarck, ND, for plaintiff and appellee, Guthmiller Farms, LLP.
Thomas Myron Jackson, Bismarck, ND, for defendants and appellants, Eugene Guthmiller and Charlene Guthmiller.
Charles Thomas Edin (on brief), Bismarck, ND, for defendant and appellee, Jeremy E. Guthmiller.
[¶ 1] Eugene and Charlene Guthmiller (collectively " Guthmillers" ) appeal from a district court judgment finding an option agreement should be honored allowing Guthmiller Farms, LLP and Jeremy Guthmiller to each purchase by contract for deed an undivided one-half interest in specified lands. The Guthmillers argue that Guthmiller Farms did not have standing to pursue the action, that consideration was invalid for the option contract, that exercise of the option constituted a counteroffer and that the district court erred in considering evidence not disclosed prior to the hearing. We affirm.
[¶ 2] The Guthmillers are parents to Jeremy Guthmiller and are aunt and uncle to Terry Guthmiller and David Guthmiller. Terry Guthmiller and David Guthmiller own Guthmiller Farms.
[¶ 3] In September 2003, the Guthmillers sold one-quarter section of land to Guthmiller Farms. On August 17, 2004, the Guthmillers, Guthmiller Farms, and Jeremy Guthmiller signed an option agreement for property located in Rexine Township, Kidder County, North Dakota. Terms of the agreement gave Guthmiller Farms and Jeremy Guthmiller the option to purchase the property owned by the Guthmillers at $300 per acre, or $192,000.
[¶ 4] The agreement stated that if exercised, the Guthmillers and Guthmiller Farms would execute a contract for deed under which the buyers would pay twenty-five percent of the purchase price at closing,
together with seven years of equal annual payments with interest at five percent. To exercise its option, Guthmiller Farms was required to advise the Guthmillers in writing of its decision to exercise the option no later than August 17, 2010. The option included that Jeremy Guthmiller could buy an equal share of the land. On August 17, 2010, Guthmiller Farms exercised its option by tendering a proposed contract for deed to the Guthmillers. Jeremy Guthmiller twice exercised his right to his portion of the option; first by notice on August 31, 2010 and second by tendering a contract for deed to the Guthmillers on February 20, 2013.
[¶ 5] The district court issued an order on September 19, 2012 and a judgment on October 19, 2012, finding the option should be honored and Guthmiller Farms should be allowed to purchase the property. The district court held that Guthmiller Farms had standing to maintain the action, that valid consideration supported the option contract and that Guthmiller Farms validly exercised its option. The district court concluded the contract for deed could include Jeremy Guthmiller.
[¶ 6] The Guthmillers and Jeremy Guthmiller moved for relief from the judgment. During the January 24, 2013 hearing, Guthmiller Farms stipulated it had no objection to Jeremy Guthmiller entering into a separate contract for deed with the Guthmillers for a one-half interest. The district court vacated its October 19, 2012 judgment and clarified its September 19, 2012 order by issuing findings of fact, conclusions of law ...