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Farley v. Champs Fine Foods, Inc.

Supreme Court of North Dakota
404 N.W.2d 493 (1987)


Dennis Farley (plaintiff) negotiated with Champs Fine Foods, Inc. (Champs) (defendant) for the purchase of common stock from its parent corporation, Champs Food Systems, Ltd. Farley submitted multiple offers to buy, which were rejected by Oscar Grubert, Champs’ president and chairman of the board. Grubert then sent a letter to Farley offering to sell under certain terms and imposing a deadline for acceptance. Before that deadline, Farley telephoned Grubert. During the phone call, Grubert told Farley he was not going to enter into an agreement with him. That same day, Farley sent Grubert a letter stating that he was prepared to accept the offer to sell outlined in Grubert’s letter. When Grubert refused to sell, Farley brought an action against Champs for specific performance. The trial court dismissed the action, finding that: (1) Farley mailed his acceptance letter after his phone conversation with Grubert and (2) the offer to sell was therefore withdrawn before it was accepted. Farley appealed.

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Holding and Reasoning (Gierke, J.)

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