Geringer Capital v. Taunton Properties, LLC
Annotate this CaseTaunton Properties, LLC owned 63 townhomes and 3.8 acres of adjacent land in Eagle, Idaho. In 2020, Commercial Northwest, Taunton’s property manager and agent, provided Geringer Capital with documents regarding the property. The documents identified the townhomes as “Woodside Villas,” and included financial statements and tenant information. Geringer sent a written offer (“Offer Letter”) to Taunton Properties, proposing to purchase the 63 townhomes; the Offer Letter identified the Seller only as “Title Holder.” The Offer Letter also stated that, “Buyer and Seller agree to execute a more formal Agreement of Purchase and Sale within thirty (30) days containing market specific terms and the items set forth in this Agreement.” The Offer Letter contained sections for “Title Insurance,” “Proration’s [sic] and Closing Costs,” and “Seller’s Deliveries,” but stated those terms were “to be specified in the Agreement of Purchase and Sale.” Peter Taunton, the manager of Taunton Properties, electronically signed the Offer Letter through DocuSign, which presumably returned it to Geringer. One day after signing and returning the Offer Letter, Taunton Properties received a different purchase offer from LCA-CA I, LLC (“LCA”), with a proposed sale price that was $400,000 more than Geringer’s offer. That same day, Peter Taunton advised Geringer that Taunton Properties considered Geringer’s Offer Letter unenforceable and that Taunton Properties would be selling the properties to LCA. Geringer filed a complaint for specific performance, breach of contract, and breach of preliminary agreement against Taunton Properties. The district court granted Respondents’ motions to dismiss. The district court determined: (1) the Offer Letter lacked material terms and represented an agreement to agree; (2) the property description was insufficient under the statute of frauds; and (3) Geringer’s claims for breach of preliminary agreement, tortious interference with contract, and civil conspiracy failed to state claims upon which relief could be granted. The Idaho Supreme Court concurred with the district court: the Offer Letter failed to satisfy the statute of frauds and was so vague, uncertain, and indefinite that it was unenforceable. As a result, there was no enforceable contract with which to tortiously interfere.
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