Perl v. Grant

Daniel and Sandra Perl (plaintiffs) purchased a home for $1,775,000 from the Grant Revocable Trust (defendant). The trustee and settlor, Chris Grant (defendant), also owned Grant Construction, LLP (defendant), which built the purchased home. The Perls were ultimately dissatisfied with the home’s construction and contacted Chris and his wife, Rachelle, multiple times to complain. When Chris eventually refused to further discuss the matter with Daniel, Chris’s brother, Jay Grant, took over negotiations as a consultant for Grant Construction. Daniel contacted Jay with options for settling the dispute. One option was that Chris buy back the property for $2.8 million in settlement of all claims. Jay communicated Chris’s counteroffer of $2.5 million, which Daniel rejected. Jay then texted, “Hi Dan, I have talked with Chris and Rachelle . . . and we are happy with all the terms you laid out . . . Jan 15 close, deposit paid on signing and remainder paid on close in cash. But 2.8 is a stretch for us.” Daniel responded, “Glad we could reach agreement. What is the name . . . of your attorney? Ours is Karl Rudbach.” Jay replied, “Me too. Her name is Samantha Travis at Ogle, Worm and Travis.” Travis drafted a buy-sell agreement and a release of claims, which the Grants approved. However, Daniel objected to several terms, including one stating that Jay was to be the home’s purchaser. The Perls then sued Chris, the Grant Revocable Trust, and Grant Construction, asserting various claims based on the home’s construction. The Grant parties moved for summary judgment, arguing that the suit was precluded by the settlement agreement memorialized in the parties’ texts. The Perls argued that there was no enforceable settlement agreement because the texts were insufficient to satisfy the statute of frauds. The district court disagreed, granting summary judgment in the Grant parties’ favor. The Perls appealed.