SN4, LLC v. Anchor Bank

SN4, LLC, and DN10, LLC (collectively, the companies) (plaintiffs) bought and sold apartment buildings as part of their business. In January 2012, Anchor Bank (the bank) (defendant) informed the companies that it owned several apartment buildings that it wanted to sell. The companies reviewed the buildings and expressed interest in buying them. In July 2012, the companies gave the bank a hand-signed agreement to buy the buildings for $1.7 million. Representatives for the companies and the bank then exchanged numerous emails over the next several months, many of which included as attachments revisions to the agreement. At no time did the bank ever physically sign any of the proposed agreements, nor did the bank ever electronically sign any of the attached agreements. Many of the agreements, furthermore, were attached to emails referring to them as drafts rather than final copies. On July 26, the bank emailed the companies an agreement dated July 18 that it referred to as a draft, and on August 16, the companies hand-signed this agreement. However, the bank did not hand-sign this agreement. Instead, on October 24, the bank emailed the companies an agreement dated October 23, which it had hand-signed and which had $1.95 million as the purchase price. The companies sued the bank for breach of contract. The companies claimed that an agreement had come into effect on August 16 when they hand-signed the July 18 agreement that the bank had emailed them on July 26. The trial court entered summary judgment for the bank, and the companies sought relief in the Minnesota Court of Appeals.