Volker Court, LLC v. Santa Fe Apartments, LLC
Missouri Court of Appeals
130 S.W.3d 607 (2004)
- Written by Liz Nakamura, JD
Facts
Brothers Mark and David Atkins (defendants) owned Santa Fe Apartments, LLC (Santa Fe) (defendant). Brent Lambi (plaintiff) was the sole member and owner of Volker Court, LLC (plaintiff), a rental real estate company. Lambi, through his real estate agent, sent David a written offer to purchase Santa Fe’s apartment building for approximately $4.2 million. David rejected the offer but indicated that a $4.6 million purchase offer might be acceptable. After David and Lambi spoke directly about the proposed sale, David sent Lambi a follow-up letter (the October 29 letter) proposing either a $4.4 million all-cash sale or a $4.6 million financed sale. David explicitly stated that the proposed terms in the October 29 letter were subject to approval by Mark and by Santa Fe’s lawyers, meaning that David alone did not have the power to enter into a contract to sell the apartment building. On November 2, Lambi wrote to David stating that he accepted the $4.6 million financed sale offer and that he wanted to close on the sale expeditiously. David responded by letter and by telephone stating that there was no contract and that the October 29 letter was a preliminary negotiation, not a formal offer. David made several subsequent overtures to complete negotiations and formalize a sale contract, but Lambi never responded. Lambi then filed a breach-of-contract action against Santa Fe. The trial court granted Santa Fe’s motion for summary judgment, holding that there was no valid contract of sale. Lambi and Volker Court appealed.
Rule of Law
Issue
Holding and Reasoning (Spinden, J.)
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