Inst. of Range & the Am. Mustang v. Nature Conservancy

922 N.W.2d 1
CourtSouth Dakota Supreme Court
DecidedDecember 26, 2018
DocketNo. 28586
StatusPublished
Cited by2 cases

This text of 922 N.W.2d 1 (Inst. of Range & the Am. Mustang v. Nature Conservancy) is published on Counsel Stack Legal Research, covering South Dakota Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Inst. of Range & the Am. Mustang v. Nature Conservancy, 922 N.W.2d 1 (S.D. 2018).

Opinion

PER CURIAM

[¶ 1.] The Institute of Range and the American Mustang (IRAM) appeals from a summary judgment dismissing its suit against The Nature Conservancy. IRAM sought to void a seventeen-year-old deed of conservation easement and to quiet title to its property.1 IRAM claimed: (1) The Nature Conservancy obtained the deed by fraud; (2) IRAM's president entered into the transaction without corporate authority; and (3) there was a failure of consideration and no meeting of the minds concerning the terms of the easement giving The Nature Conservancy a property interest. We affirm.

Facts and Procedural History

[¶ 2.] In 1988, Dayton Hyde moved to the Black Hills to create a wild horse sanctuary. He formed IRAM as a South Dakota non-profit corporation to acquire land and preserve a habitat for horses. IRAM's original board of directors included: Hyde, Richard Blue, and attorney Robert Friese. Later board members included: Susan Watt and Randy Wright. Hyde has been the president of IRAM since its creation and was in charge of its day-to-day operations.

[¶ 3.] The Nature Conservancy is a charitable non-profit corporation authorized to do business in South Dakota with a stated mission to conserve the lands and waters upon which all life depends. The Nature Conservancy pursues its mission by obtaining conservation easements on private property.2 Landowners often donate the easements; however, easements are also purchased from landowners.

[¶ 4.] In 1998, Robert Paulson from The Nature Conservancy's Wyoming office contacted IRAM about obtaining a conservation easement on IRAM's property. Paulson, acting on behalf of The Nature Conservancy, first discussed the terms of the easement with Hyde "over the back of a pickup truck." Paulson claimed he also met with IRAM's board regarding the easement. More specifically, he testified that in the fall of 1998, he met with Hyde and board members Blue and Watt in *4Washington to discuss the easement. Blue confirmed he had reviewed a draft of the easement in 1998 when visiting IRAM's property in South Dakota.

[¶ 5.] To facilitate the transaction, Hyde and Paulson executed an option to purchase the conservation easement. Pursuant to the option, IRAM granted The Nature Conservancy the right and option to acquire a conservation easement over IRAM's real property. The option indicated "[t]he total purchase price for the Conservation Easement, including the Option Consideration, (the 'Purchase Price'), shall be Two Hundred Thirty Thousand Dollars ($230,000)." The option required the deed of conservation easement to be substantially similar to the one that was attached as Exhibit B. It also required the easement include provisions "in Section 5 below." Section 5 required that within twenty days after the parties approved an easement documentation report, The Nature Conservancy and IRAM would approve "a final form of a Deed of Conservation Easement," which again was to be substantially similar to Exhibit B.

[¶ 6.] Exhibit B contained a section titled, "Subsequent Sale, Exchange or Involuntary Conversion," which provided in relevant part that IRAM and The Nature Conservancy "agree that granting of this Easement immediately vests" The Nature Conservancy "with a property right[.]" The "full market value of this property right" was described in part as "50% of the full market value of the Property." The final deed similarly gave The Nature Conservancy an interest in IRAM's property and described the fair market value of the property right in part as: "50% of the fair market value of the Property."3 Hyde signed the option on behalf of IRAM; and Paulson signed on behalf of The Nature Conservancy. The option recited that both parties were authorized to enter into the transaction.

[¶ 7.] The parties subsequently amended the option two times. The first amendment changed a provision relating to the easement documentation report and the date upon which The Nature Conservancy and IRAM would approve the final deed. Additionally, and consistent with the original option, the first amendment provided that the deed of conservation easement would "be substantially in the form" as Exhibit B and would be consistent with changes IRAM and The Nature Conservancy would agree upon based on the easement documentation report. The second amendment again changed the date the parties were to approve the final deed. Like the prior documents, the second amendment required that the deed "be substantially in the form attached" as Exhibit B.

[¶ 8.] On October 18, 1998, Hyde signed a document acknowledging and accepting the easement documentation report. Bruce Pierce, as vice president of The Nature Conservancy, signed the same document on November 18, 1998. Closing on the deed of conservation easement occurred on December 3, 1998 at Fall River Title Company.

[¶ 9.] Paulson testified that prior to closing, Patrick Ramos of The Nature Conservancy signed a document accepting the deed on December 2 and had the deed delivered to Fall River Title Company for escrow until the December 3 closing. Shelly Swanson from the title company testified *5in her deposition that Hyde was present at the closing on December 3. She further testified she had witnessed and notarized Hyde's signature on the deed. The Nature Conservancy delivered $230,000 to IRAM at closing, and The Nature Conservancy recorded the deed with the Fall River County Register of Deeds.

[¶ 10.] Approximately eighteen years later, in May 2016, IRAM commenced this action to have the deed declared null and void. It first argued The Nature Conservancy fraudulently procured the easement. Second, it argued Hyde acted ultra vires in granting the easement. IRAM claimed Paulson never presented the deed to the board for approval, and the board was unaware the easement gave The Nature Conservancy a property interest in IRAM's property. Finally, IRAM argued there was a failure of consideration and no meeting of the minds on the property interest provision.

[¶ 11.] Both sides moved for summary judgment based on statements of undisputed facts. The Nature Conservancy argued the statute of limitations had expired on IRAM's fraud claim. It further argued the undisputed facts established a meeting of the minds and consideration to support the deed. IRAM argued the deed was void on its face based on two discrepancies. It pointed out that the deed indicated Hyde had signed it on December 2, 1998, but the notary signature was dated December 3. It further pointed out its seal was not affixed to the deed, but the notary page represented that "the seal affixed is the corporate seal of said corporation."

[¶ 12.] The circuit court granted The Nature Conservancy summary judgment on each of IRAM's claims and denied IRAM summary judgment. First, it concluded the six-year statute of limitations had expired on IRAM's fraud claim. The court also found no issue of material fact in dispute on IRAM's claims of no meeting of the minds and failure of consideration. It did so because there was no dispute IRAM received $230,000 for the easement. The court concluded the undisputed material facts established Hyde acted with corporate authority because IRAM subsequently ratified all of Hyde's acts by corporate resolution. IRAM appeals.4

Decision

Statute of limitations on IRAM's fraud claim

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Wright v. Temple
2021 S.D. 15 (South Dakota Supreme Court, 2021)
J. Clancy, Inc. v. Khan Comfort, LLC
955 N.W.2d 382 (South Dakota Supreme Court, 2021)

Cite This Page — Counsel Stack

Bluebook (online)
922 N.W.2d 1, Counsel Stack Legal Research, https://law.counselstack.com/opinion/inst-of-range-the-am-mustang-v-nature-conservancy-sd-2018.