This section contains the nature of the case and procedural background.

Ds owned real property. Kevin Schmitz contacted Ds and informed them that P was interested in purchasing the property. On February 16, 2011, P sent Ds a document entitled 'Purchase Agreement,' offering $850,000 for the property. The agreement provided that the closing of the sale of the property would occur on or before March 1, 2011, and the total amount for the purchase would be paid on or before the closing date. P also attached a one-page document entitled 'Amendment to Purchase Agreement,' which itemized a list of additional terms. P had signed the documents. On February 18, 2011, Ds modified some of the terms on the agreement, including the correct spelling of LynnDee Melvin's name and the legal description of the property. Ds also added multiple terms to the purchase agreement and the amendment, including that the property was being sold 'as is,' that the mineral rights conveyed by them were limited to only those rights they owned, and that the land was subject to a federal wetland easement and an agricultural lease. The parties had not previously negotiated the added terms. Ds hand-wrote all of the changes on the documents they received, and they initialed each change. Ds signed the documents and sent them back to P. P did not contact Ds. On February 24, 2011, Schmitz told Ds the deal was off, and P was concerned about some of the modified terms. Schmitz contacted Ds later and informed them 'the deal was back on.' Ds did not have any contact with P. Ds contacted the title company on March 1, 2011, and learned P had not paid the money for the property or initialed the amendments Ds made. Ds' attorney sent P a letter dated March 2, 2011, to confirm that the transaction was terminated. P sued to enforce the 'Purchase Agreement,' alleging it was a binding and enforceable contract. The court ruled there was no contract. It held that the purchase agreement and the amendment to the purchase agreement constituted an offer to purchase property from Ds, Ds had made a counteroffer in writing, and P failed to accept the counteroffer. P appealed.

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