Johnson Farms v. Mcenro

568 N.W.2d 920 (1997)

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Nature of the Case

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Facts

P and his son Al (P) were in a partnership called Johnson Farms (P) that wanted to develop farmland that was owned by the McEnroe's (D). The sale was complicated by the fact that the parties agreed on a price of $9,000 per acre, but D wanted to take like in kind property in exchange rather than money thus avoiding capital gains taxes. P began looking for other property to convey to D. One parcel was found and conveyed for half the D property. The parties then converted their sale contract into an option contract for the remainder of the property. This change allowed P to have more time to produce like in kind property or failing in such an endeavor to produce the money due on the balance of the unpaid purchase price. Time passed quickly without resolution of the contract. Eventually, it was alleged that D did not want any monies deposited into escrow as he wanted to complete the tax-free exchange and that the option would be extended beyond its expiration date of April 1 so that suitable exchange land could be found; this exchange occurred between Bert and George McEnroe's son, Tom. P did not put any monies into escrow. Thinking the sale would be completed, Tim Crary on behalf of P and Crary homes began to plat the first part of the property already acquired as Prairie View Estates spending $6,500. Eventually, relations began to sour in the summer of 1995 when D wanted some of the land released to sell it as commercial property. P refused. In January 1966, D then indicated to P and Crary that he was no longer interested in completing the transaction; D asserted the termination of the option in April 1995. Johnson Farms (P) sued McEnroe (D) seeking specific performance of their oral agreement for the purchase of the property. P asserted partial performance taking the contract out of the statute of frauds. D sought rescission of the partial sale made because the value of the first parcel had a value greater than the agreed upon price per acre of the entire property. D moved for summary judgment; their son Tom had no authority to act, and Tom had denied ever making the statements. The judge granted the motion; there was no documentary evidence to support P's position.