Guthmiller Farms, LLP v. Guthmiller

2013 ND 248, 840 N.W.2d 636, 2013 WL 6697842, 2013 N.D. LEXIS 255
CourtNorth Dakota Supreme Court
DecidedDecember 19, 2013
Docket20130156
StatusPublished
Cited by1 cases

This text of 2013 ND 248 (Guthmiller Farms, LLP v. Guthmiller) is published on Counsel Stack Legal Research, covering North Dakota Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Guthmiller Farms, LLP v. Guthmiller, 2013 ND 248, 840 N.W.2d 636, 2013 WL 6697842, 2013 N.D. LEXIS 255 (N.D. 2013).

Opinion

CROTHERS, Justice.

[¶ 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 Guth-miller 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.

I

[¶ 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 Guthmil-lers 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 clos *638 ing, together with seven years of equal annual payments with interest at five percent. To exercise its option, Guthmiller Farms was required to advise the Guthmil-lers in writing of its decision to exercise the option no later than August 17, 2010. The option included that Jeremy Guthmil-ler 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 Guth-millers 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 and an order for judgment on February 28, 2013. The district court issued its amended judgment on March 7, 2013.

II

[¶ 7] “Questions of law are fully reviewable on appeal, while questions of fact are reviewed under the clearly erroneous standard.” Matter of Estate of Jorstad, 447 N.W.2d 283, 285 (N.D.1989) (citations omitted). “‘A finding of fact is clearly erroneous if it is induced by an erroneous view of the law, if there is no evidence to support it, or if, although there is some evidence to support it, on the entire evidence the reviewing court is left with a definite and firm conviction a mistake has been made.’ ” Crandall v. Crandall, 2011 ND 136, ¶ 19, 799 N.W.2d 388 (citation omitted). ‘“A [district] court’s findings of fact are presumptively correct, and we view the evidence in the light most favorable to the findings.’ ” Lorenz v. Lorenz, 2007 ND 49, ¶ 5, 729 N.W.2d 692 (citation omitted).

Ill

[¶ 8] The Guthmillers argue that Guthmiller Farms was dissolved under section 45-10.2-108(5), N.D.C.C., for failing to file its annual report and that Guth-miller Farms did not have standing to pursue its action because it was not a legal entity at the time of trial. “ ‘Standing is a question of law, which we review de novo.’ ” First International Bank & Trust v. Peterson, 2011 ND 87, ¶ 9, 797 N.W.2d 316 (citation omitted).

[¶ 9] Guthmiller Farms is a limited liability partnership. The Guthmillers incorrectly cite to the limited partnership chapter, N.D.C.C. § 45-10.2, rather than to the limited liability partnership chapter, N.D.C.C. § 45-22. The relevant limited liability partnerships section states: “[T]he secretary of state shall notify any limited liability partnership failing to file an annual report that the limited liability partnership’s registration is not in good standing and that the registration of the limited liability partnership may be revoked.... ” N.D.C.C. § 45-22-21.1(4). Guthmiller Farms’s registration would not be auto *639 matically forfeited until October 1, 2012. N.D.C.C. § 45-22-21.1(3), (5). As of the September 19, 2012 order, Guthmiller Farms’s registration had not been forfeited, nor had the secretary revoked registration under section 45-22-22.1(4), N.D.C.C. Additionally, the status on the Secretary of State’s website that listed Guthmiller Farms as “Not Good Standing” was from June 18, 2012, significantly before Guth-miller Farms’s registration would have been forfeited.

[¶ 10] Even had the Secretary of State revoked Guthmiller Farms’s registration, Guthmiller Farms would continue as a legal entity with the ability to sue and be sued; the only legal effect of revoking Guthmiller Farms’s registration would be that Guthmiller Farms would have been a partnership for the purposes of conducting business. Section 45-22-15(2), N.D.C.C., contemplates this result by discussing dissolved limited liability partnerships continuing to conduct business as successor partnerships. The successor partnership could have operated as a partnership under section 45-14-02(1), N.D.C.C., including exercising its ability to sue in the name of the partnership under section 45-15-07(1), N.D.C.C.

[¶ 11] Guthmiller Farms had standing to pursue this action against the Guthmil-lers.

IV

[¶ 12] The Guthmillers argue invalid consideration supported the option. Guthmiller Farms argues the 2003 land purchase and the 2004 option were part of the same transaction, and the consideration given in 2003 was also for the later memorialized option. “The existence of consideration is a question of law but whether or not consideration has passed is a question of fact.” Jorstad, 447 N.W.2d at 285. When reviewing findings of fact, we “must view the evidence in the light most favorable to the findings.” Reimche v. Reimche, 1997 ND 138, ¶ 12, 566 N.W.2d 790. “The burden of showing a want of consideration sufficient to support an instrument lies with the party seeking to invalidate or avoid it.” N.D.C.C. § 9-05-11.

[¶ 13] Guthmiller Farms paid the Guth-millers for real property in 2003, constituting consideration. A factual question remains whether that purchase also was made in consideration of the option agreement.

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Bluebook (online)
2013 ND 248, 840 N.W.2d 636, 2013 WL 6697842, 2013 N.D. LEXIS 255, Counsel Stack Legal Research, https://law.counselstack.com/opinion/guthmiller-farms-llp-v-guthmiller-nd-2013.