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Click here for the full text of this decision FACTS:David Haywood owned 50 percent of Willis Ranch Joint Venture. The other half was owned by several others for whom Marvy Finger served as trustee. Upon the bankruptcy of one of the owners, First City Bank acquired a 4.75 percent interest. When the bank failed, the FDIC assigned the 4.75 percent interest to the First City Liquidating Trust for liquidation. In May 2001, FCLT received a letter from R&R Investments offering to buy the Willis Ranch Lease interest for $7,500. On June 7, 2001, FCLT forwarded the letter to Finger along with a letter stating that it was FCLT’s understanding that the other owners of the remaining ranch interests would have the right to buy the 4.75 interest for a price equal to the offer. Finger sent both letters to Haywood on June 19 with a note to “please advise.” Haywood did nothing for several weeks. He called FCLT to see if Finger had bought the interest. He hadn’t. Haywood told David Brown, FCLT’s president, on July 20, that he thought he had a right to purchase the interest. Brown said that Finger did not agree, and that he (Brown) was not going to sell the interest to anyone until the matter of who had a right to it had been resolved. Haywood then sent a letter to Brown stating that he was electing to purchase the interest for $7,500. Haywood sued Brown, FCLT and Finger for specific performance to convey title to the land for $7,500. He claimed that the FCLT’s June 7 letter to Finger constituted an offer, and his letter back on July 20 constituted an acceptance. The trial court agreed and ordered specific performance. HOLDING:Reversed and rendered. “A senior partner asked of his associate whether he ‘would believe that they settled the case for $1,000,000.’ In response, the associate responded in an excited voice: ‘We got $1,000,000?’ To that the senior partner said, ‘No, I just wanted to know if you would believe that.’ An analogous play on words underlies this appeal.” The court reviews the language of the June 7 letter, noting that FCLT was operating on its “understanding” of the rights of the other interest owners. But missing from the letter was any expressed statement of FCLT’s desire or intent to sell to anyone. Also missing from the letter were words expressly offering the interest for sale to anyone. FCLT asked Finger to determine whether he or his co-owners had an “interest” in pursuing the transaction at the price mentioned. The words used were quite plain and definite in their meaning, the court finds, yet “their definitiveness relates not to any promise to sell at a particular price but rather to FCLT’s desire to know if any of the joint ventures and an ‘interest’ in buying the property.” There is a difference, the court explains, between tendering a promise to sell something at a certain price, and inquiring into whether someone would desire to buy something at a particular price. The latter is simply an inquiry into the desires of the audience. The court adds that even if the June 7 letter was an offer, Brown’s telephone conversation with Haywood, saying he wasn’t going to sell to anybody until the confusion was cleared away, would have been a withdrawal of the offer. OPINION:Quinn, J.; Johnson, C.J., Quinn and Reavis, JJ.

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