Westpoint Marine, Inc. v. Prange

In December 1993, Mary Prange (defendant) leased riverfront property to Grantz’s Marine Services, who assigned the lease to Westpoint Marine, Inc. (plaintiff) in February 1996. The lease described the property as located at approximately mile 20 of the Illinois River, in Calhoun County on the right descending bank, just below Hardin, Illinois. The lease also provided Westpoint Marine with the right of first refusal. In September 1999, Prange received an offer to purchase her property from a third party. Prange notified Westpoint Marine of the offer, and Westpoint Marine responded by electing to purchase the property. In its offer, Westpoint Marine described the property as “the Mary Jo Prange Property, just south of Hardin, Illinois.” It also stated that the price would be negotiated in good faith. Later that month, Prange entered into a purchase contract with the third party, and Westpoint Marine filed a complaint for specific performance. During trial, it was established that Prange owned approximately 1,000 feet of riverfront property. A representative of Westpoint Marine testified that the footprint of the leased area fluctuated over time and that at the time of Westpoint Marine’s offer, it was unclear whether it intended to purchase the entirety of Prange’s property or only the leased area. The trial court denied Westpoint Marine’s request for specific performance on the basis that neither the lease nor Westpoint Marine’s offer sufficiently identified the property. In its reasoning, the trial court specifically noted that the description of the property in the lease contained a number of ambiguities, that the area used by Westpoint Marine pursuant to the lease fluctuated, that Westpoint Marine was unsure of the scope of what it was buying when it made its offer, and that there was no agreement regarding how far inland Westpoint Marine’s lease rights extended. Westpoint Marine appealed the trial court’s judgment.