Bergeron v. Boyle

Bergeron v. Boyle (2002-410); 176 Vt. 78; 838 A.2d 918

2003 VT 89

[Filed 24-Oct-2003]


       NOTICE:  This opinion is subject to motions for reargument under
  V.R.A.P. 40 as well as formal revision before publication in the Vermont
  Reports.  Readers are requested to notify the Reporter of Decisions,
  Vermont Supreme Court, 109 State Street, Montpelier, Vermont 05609-0801 of
  any errors in order that corrections may be made before this opinion goes
  to press.


                                 2003 VT 89

                                No. 2002-410


  Robert and Cecile Bergeron	                 Supreme Court

                                                 On Appeal from
       v.	                                 Chittenden Superior Court 


  Sidney Boyle	                                 March Term, 2003


  Mary Miles Teachout, J.

  Heather Rider Hammond and Robert F. O'Neill of Gravel and Shea, Burlington,
    for Plaintiffs-Appellees.

  Michael S. Gawne of Brown, Cahill, Gawne & Miller and Michael Rose (On the
    Brief), St. Albans, for Defendant-Appellant.


  PRESENT:  Amestoy, C.J., Dooley, Johnson and Skoglund, JJ., and Allen, C.J.
            (Ret.), Specially Assigned

        
       ¶  1.  SKOGLUND, J.   This case concerns a contract for the sale of
  real estate.  Plaintiffs Robert and Cecile Bergeron petitioned the
  Chittenden Superior Court for specific performance of their agreement with
  defendant Sidney Boyle to purchase 100 acres of his farm.  Following an
  evidentiary hearing, the trial court determined that the parties entered
  into a valid, enforceable contract for the purchase and sale of defendant's
  farm, and granted plaintiffs' petition.  The court, however, denied
  plaintiffs' request for attorney's fees.  On appeal, defendant argues that
  Chittenden County was the improper venue for plaintiffs' action; that he
  properly revoked his offer to sell the farm prior to plaintiffs'
  acceptance; and that plaintiffs' consideration was illusory.  Plaintiffs
  cross-appeal, claiming that attorney's fees were available pursuant to the
  terms of their written agreement.  We affirm.  

       ¶  2.  The trial court found the following facts.  On July 11, 1999,
  plaintiffs, in response to a For Sale sign posted on defendant's property,
  met with defendant at defendant's home and inquired about the available
  realty.  Defendant indicated that he was selling 100 acres of his 150 acre
  farm in South Hero, Vermont, including a farmhouse and attendant
  outbuildings, at a price of $180,000.  With defendant's guidance,
  plaintiffs examined the acreage, farmhouse, and outbuildings.  During this
  examination, the parties discussed the subdivision configuration of the
  lot, as well as defendant's desire to use the farm's outbuildings for one
  year to enable sufficient time to move machinery, hay, and other equipment.  
  Plaintiffs also inquired about the zoning regulations affecting the
  property, and indicated that "in order to close [plaintiffs] wanted to be
  satisfied through investigation . . . at the Town Clerk's office that there
  were no problems with the title, encumbrances and liens, and any other
  legal defects of the property."

       ¶  3.  After inspecting the property, the parties discussed the price
  of the farm.  Plaintiffs requested a price reduction, but defendant
  maintained his asking price of $180,000.  Plaintiffs agreed to defendant's
  price and to provide a $5000 deposit, which defendant accepted.  Desiring
  to reduce the terms of their agreement to writing, defendant produced a
  blank, preprinted form provided to him earlier by a realtor entitled
  "Purchase and Sale Contract."  The Purchase and Sale Contract contains the
  following pre-printed language in clause two: "Purchaser hereby offers and
  agrees to buy the Property described herein at the price and on the terms
  and conditions stated herein."
   
       ¶  4.  Defendant proceeded to add the necessary information to the
  preprinted Purchase and Sale Contract.  In clause one, defendant handwrote
  both the plaintiff-purchasers' and defendant-seller's  names and addresses;
  in clause three, defendant identified the time agreed upon by the parties
  for acceptance as August 11; in clause four, defendant described the real
  property as "100 acres +/- . . . 493 RT 2 South Hero Grand Isle VT;" in
  clause five, the total purchase price was set at $180,000; and the contract
  deposit amount of $5000 was noted in clause six.  Under clause ten of the
  agreement, labeled "Special Conditions of Contract," defendant included two
  specific provisions: first, that "Purchaser will give seller 1 year from
  closing to move machinery, hay and other personal property off farm," and
  second, in response to plaintiffs' concern they would forfeit their deposit
  if defendant was unable to convey marketable title, defendant wrote that
  "[i]f purchaser revokes offer the $5000.00 deposit will be refunded." 
  Defendant then signed and dated the agreement under the section labeled
  Acceptance of Offer and Agreement to Sell, which states "Seller hereby
  accepts Purchaser's offer and agrees to sell the property at the price and
  upon the terms set forth in this contract and any addenda thereto." 
  Although willing, plaintiffs did not sign the agreement after defendant
  suggested that their signatures were unnecessary, but did provide defendant
  with a personal check in the amount of the agreed upon deposit.  The
  parties each kept a copy of the agreement.                

       ¶  5.  On the morning of July 21, defendant told plaintiffs' daughter
  that he no longer wanted to sell his farm.  The next day, defendant met
  with an attorney, who drafted a letter to plaintiffs, stating in part that
  "[d]ue to physical and emotional difficulties at this time [defendant] is
  withdrawing his offer to sell the property.  We are, therefore, enclosing
  your deposit check and apologize for any inconvenience."  The trial court
  determined that defendant's attorney mailed this letter after 4:00 p.m. on
  July 22.  Plaintiffs received this letter on July 23.

       ¶  6.  In the interim, plaintiffs' daughter had informed her parents
  of defendant's statement.  In response, plaintiffs signed their copy of the
  Purchase and Sale Contract.  Plaintiffs' daughter delivered the signed
  agreement to defendant on July 22.  On July 26, plaintiffs recorded a copy
  of the signed agreement in the Town Clerk's office.  On July 27,
  plaintiffs' attorney returned the deposit check to defendant's attorney,
  stating that plaintiffs "had accepted [defendant's] offer at 10:05 a.m. on
  July 22nd and had delivered a signed copy to [defendant] at 1:22 p.m.,
  before the offer to sell was withdrawn."  The attorney also noted that
  plaintiffs could close on the property within four or five days after
  receiving notice.  

       ¶  7.  The parties continued to communicate through their attorneys,
  and unsuccessfully attempted to resolve their dispute through mediation. 
  On August 26, 1999, plaintiffs filed a complaint for declaratory relief,
  specific performance, and attorney's fees in Chittenden Superior Court. 
  Defendant moved to dismiss based on improper venue, asserting that pursuant
  to 12 V.S.A. § 402(a), the case should be heard in Grand Isle County, the
  situs of the property at issue.  The court denied this motion, as well as
  the parties' subsequent cross-motions for summary judgment, finding that
  the contract at issue was ambiguous as a matter of law.  After additional
  pleadings and discovery, a merits hearing was held in April 2002.  The
  trial court found that the parties had formed a valid, enforceable contract
  and granted plaintiffs' request for  specific performance.  The court,
  however, denied plaintiffs' request for attorney's fees.
   
       ¶  8.  Defendant appealed to this Court on September 9, 2002. 
  Plaintiffs filed a cross-appeal on October 15, alleging that they are
  entitled to attorney's fees under the terms of the  Purchase and Sale
  Contract.  Defendant objected to plaintiffs' cross-appeal as untimely.  The
  trial court deemed plaintiffs' failure to timely file their cross-appeal
  excusable neglect, and allowed the cross-appeal to proceed to this Court. 
  Defendant now asks this Court to determine whether the trial court erred in
  concluding (1) that venue was proper, (2) that the parties entered into a
  valid, enforceable contract, and (3) whether plaintiffs are entitled to
  appeal the trial court's denial of attorney's fees.  We find no error in
  the trial court's ultimate conclusions. 

                                  I.  Venue

       ¶  9.  The threshold question in this appeal is whether Chittenden
  Superior Court was the proper venue in which to hear this action. 
  Defendant claims that plaintiffs' contract action seeking specific
  performance is one "concerning real estate" pursuant to 12 V.S.A. § 402(a),
  thereby placing proper venue in Grand Isle County, where the property is
  located.  Plaintiffs argue, however, that this is a dispute over contract
  rights, not real estate.  The trial court agreed concluding that "[t]his is
  a suit about $5,000, not land," and denied defendant's motion to dismiss
  for improper venue.  While we disagree with the court's assessment of the
  nature of this action, we find that venue was proper in Chittenden County. 
  See Gochey v. Bombardier, Inc., 153 Vt. 607, 613, 572 A.2d 921, 925 (1990)
  (Court may affirm correct judgment on grounds other than those stated by
  trial court).

       ¶  10.  Section 402(a) of Title 12 establishes venue for actions in
  superior court:

    An action before a superior court shall be brought in the county
    in which one of the parties resides, if either resides in the
    state; otherwise, on motion, the complaint shall be dismissed.  If
    neither party resides in the state, the action may be brought in
    any county.  Actions concerning real estate shall be brought in
    the county in which the lands, or some part thereof, lie.

  In creating distinct trial venues based on the subject matter of the claim
  filed, this statute mirrors the common law distinction between local and
  transitory actions.  At common law, "[i]f the cause of action could have
  arisen in any place whatsoever, it was said to be transitory, and an action
  thereon might be brought in any county wherein the defendant was found." 
  Page v. Newbury, 113 Vt. 336, 338, 34 A.2d 218, 219 (1943).  If, on the
  other hand, "the cause of action could have arisen in one place only, it
  was local and suit could be brought only where the cause arose."  Id.  This
  dichotomy parallels that which exists between in personam and in rem
  jurisdiction.  Raphael J. Musicus, Inc. v. Safeway Stores, Inc., 743 F.2d 503, 506 (7th Cir. 1984) (citing Mostyn v. Fabrigas, 1 Cowp. 161, 98
  Eng.Rep. 1021 (K.B. 1744)).  "The reason for this parallel is simply that,
  in order to provide in rem relief, the court must have jurisdiction over
  the real property at issue, and a local action must therefore be brought in
  the jurisdiction in which that real property is located."  Id.; see also
  Gerdel v. Gerdel, 132 Vt. 58, 62, 313 A.2d 8, 10 (1973) ("The basic
  characteristic of an in rem action is a competent court passing judgment
  over the status of some particular subject matter.")  To provide in
  personam relief, however, the court need only have personal jurisdiction
  over the defendant.  Id. at 61, 313 A.2d  at 9.

       ¶  11.  Thus § 402(a) maintains the general structure of the common
  law distinction between local and transitory actions.  Today, actions are
  not local "unless made so by statute."  Page, 113 Vt. at 338, 34 A.2d  at
  219.  Prior to the Legislature's promulgation of § 402(a) in 1972, the
  relevant statute controlling venue in the superior court specifically
  limited local actions to those "of ejectment and actions in tort for
  trespass on the freehold . . . ."  1947 V.S. § 1604; see also 1971, No. 185
  (Adj. Sess.), § 31 (codified as 12 V.S.A. § 402(a)); Page, 133 Vt. at 338,
  34 A.2d  at 219 (interpreting 1933 P.L. 1565, a statutory predecessor of 12
  V.S.A. § 402(a), which limited local actions to those for ejectment or
  trespass on the freehold).  Although the "concerning real estate" language
  currently employed by § 402(a) appears broader than its statutory
  predecessors and could conceivably encompass any action that, at least in
  part, relates to real property, such a far-reaching construction is
  unwarranted. (FN1)  Rather, we have construed § 402(a) narrowly to place
  venue in the county where the land is located only in actions to "establish
  or to settle title to real estate."  State v. Fisher, 134 Vt. 339, 340, 360 A.2d 102, 104 (1976) (district court ejectment action brought under 12
  V.S.A. § 4851 not a proceeding to establish or settle title to land and did
  not implicate "concerning real estate" language of § 402(a)); Estate of
  Emilo v. St. Pierre, 146 Vt. 421, 423, 505 A.2d 664, 665 (1985) (same). 
  Where no party disputes title, real property actions - including those for
  ejectment - may properly be brought in the county where either party
  resides.  See Estate of Emilo, 146 Vt. at 423, 505 A.2d  at 665.  Therefore,
  unless an action requires the court to directly establish, quiet, attach,
  transfer or bestow title to real property, the "concerning real estate"
  language of § 402(a) does not apply.  Cf. 17 Moore's Federal Practice §
  110.20[2] (3d ed. 2003) ("[L]ocal actions are those that directly affect
  real property.").
   
       ¶  12.  Here, plaintiffs' action does not involve a title dispute, but
  is properly seen as a declaratory judgment action to determine the
  existence of a contract to transfer land, and to compel specific
  performance of that contract.  While plaintiffs' request for specific
  performance, if granted, undeniably affects real estate, an action is
  traditionally considered transitory, and therefore not directly affecting
  real property if:
       
    the type of relief requested is personal in nature so that the
    court acts on the defendant's person or personal property, which
    is within its control, and not directly on the lands involved. A
    wide variety of types of actions that affect lands, from the
    conveyance of real estate to the enforcement of lease provisions,
    are nonetheless considered transitory actions requiring only in
    personam jurisdiction over the defendant.  Thus, most types of
    actions are considered transitory even thought the outcome of the
    litigation may affect property.  

  17 Moore's Federal Practice § 110.20[2]; Musicus, 743 F.2d  at 507 (action
  considered transitory even when "plaintiff seeks a personal judgment which
  will ultimately affect real property - so long as the action is based in
  fraud, trust or contract").  Since plaintiffs' request for specific
  performance is personal in nature - the relief sought would require
  defendant to fulfill his contractual obligations-their action is transitory
  despite its affect on real property.  Consequently, Chittenden County was a
  proper venue for plaintiffs' action under 12 V.S.A. § 402(a).  Defendant's
  first claim on appeal fails. 

                       II.  Purchase and Sale Contract

       ¶  13.  Defendant next contends that the trial court erred in
  concluding that the parties entered into a contract for the purchase and
  sale of defendant's farm on July 11, 1999.  Specifically, defendant asserts
  that letters written by attorneys for both parties characterizing their
  agreement as an "offer to sell" are persuasive evidence that the Purchase
  and Sale Contract constituted only an offer by defendant.  According to
  defendant, the attorneys' letters are "far superior to potentially
  falsified testimony in establishing the parties' construction of the
  [agreement]."  Defendant is incorrect.  
   
       ¶  14.  Generally, construction of a contract is a matter of law. 
  Housing Vt. v. Goldsmith & Morris, 165 Vt. 428, 430, 685 A.2d 1086, 1088
  (1996).  If a court finds a writing ambiguous, however, "the proper
  interpretation becomes a question of fact, to be determined on all relevant
  evidence."  New England P'ship v. Rutland City Sch. Dist., 173 Vt. 69, 77,
  786 A.2d 408, 415 (2001) (internal quotations omitted); Bixler v. Bullard,
  172 Vt. 53, 58, 769 A.2d 690, 694 (2001) (intent to be bound by contract is
  question of fact); Housing Vt., 165 Vt. at 430, 685 A.2d  at 1088 ("[W]here
  the meaning of a contract is uncertain, the intent of the parties becomes a
  question of fact."); see also Isbrandtsen v. N. Branch Corp., 150 Vt. 575,
  579, 556 A.2d 81, 84-85 (1988) (when ambiguity found, "court may then rely
  on subordinate rules of construction in order to interpret the meaning of
  the disputed terms").  In this case, the trial court found the Purchase and
  Sale Contract ambiguous on its face.  The court concluded that:

    [o]n its face, the defendant "accepted" the [plaintiffs'] $180,000
    "offer" to buy the property on July 11, 199[9].  But, also, on the
    contract's face, the [plaintiffs] signed the contract stating the
    date of the "offer" was on July 22, eleven days after the
    "acceptance."  Furthermore, there was a provision that the "offer"
    was to remain open until August 11, and another provision which
    entitled the [plaintiffs] to be refunded their $5000 deposit if
    they chose to revoke their offer.  Again, since the defendant's
    acceptance apparently occurred as soon as the contract was
    created, it is unclear what these provisions were meant to
    accomplish.
 
       ¶  15.  After assessing the credibility of witnesses and weighing the
  evidence presented at the evidentiary hearing, the trial court made
  findings regarding the ambiguities of the writing.  These findings are
  entitled to substantial deference.  Housing Vt., 165 Vt. at 430, 685 A.2d 
  at 1088; Kannan v. Kannan, 163 Vt. 402, 405, 659 A.2d 128, 131 (1995)
  (trial court is granted wide deference on review because it is in a unique
  position to assess credibility of witnesses and weight of evidence
  presented).  We will not set aside a trial court's findings unless they are
  clearly erroneous, nor will we disturb conclusions that are reasonably
  supported by the findings.  V.R.C.P. 52; New England P'ship, 173 Vt. at 77,
  786 A.2d  at 415 (2001) (citations omitted). 


       ¶  16.  Specifically, the court found that the parties had negotiated
  all material terms and intended to be bound by them on July 11.  With
  regard to the ambiguous clause of the agreement stating that "[i]f
  purchaser revokes offer the $5000.00 will be refunded," the court, after
  assessing contradictory testimony concerning the intent of this provision,
  found that the purpose of this clause was to clarify that if plaintiffs
  discovered defects in title, or any other encumbrances not represented by
  defendant which would prevent conveyance of marketable title, plaintiffs
  would not forfeit their deposit.  The court concluded that there was no
  reliable evidence, including defendant's contrary testimony, suggesting an
  alternative interpretation of this ambiguous provision.  

       ¶  17.  The court's findings support the conclusion that the Purchase
  and Sale Contract constituted plaintiffs' offer to purchase 100 acres of
  defendant's 150 acre farm for $180,000, which defendant accepted and signed
  on July 11.  As a result, plaintiffs created a contract they were entitled
  to enforce against defendant. (FN2)  See 12 V.S.A. § 181 (under the statute
  of frauds, a contract for the sale of land enforceable if signed by the
  party to be charged); Starr Farm Beach Campowners Assoc. v. Boylan, __ Vt.
  __, __, 811 A.2d 155, 158 (2002) (mem.) (enforceable contract demonstrates
  "a meeting of the minds of the parties: an offer by one of them and an
  acceptance of such offer by the other").  That the attorneys for the
  parties erroneously characterized the agreement in their subsequent
  correspondence does not alter this conclusion.  See New England P'ship, 173
  Vt. at 77, 786 A.2d  at 415 (trial court's findings upheld even if
  substantial contradictory evidence exists if credible evidence supports
  those findings).  Defendant's claim therefore fails. (FN3)  
   
       ¶  18.  Defendant also avers that the trial court erred in concluding
  that the parties' agreement was supported by consideration.  Defendant
  argues that because plaintiffs could revoke their offer to purchase the
  farm according to the terms of the contract - which, if done, would require
  defendant to return plaintiffs' $5000.00 deposit - the consideration
  provided was illusory.  Again, defendant is incorrect. 
   
       ¶  19.  The existence of sufficient consideration for a contract is a
  question of law and is evaluated at the time the contract was formed. 
  Lloyd's Credit Corp. v. Marlin Mgmt. Servs., Inc., 158 Vt. 594, 598-99, 614 A.2d 812, 814-15 (1992).  "Either a benefit to the promisor or a detriment
  to the promisee is sufficient consideration for a contract."  Id. at 598,
  614 A.2d  at 814.  Mutual promises, " 'in each of which the promisor
  undertakes some act or forbearance that will be, or apparently may be,
  detrimental to the promisor or beneficial to the promisee, and neither of
  which is void, are sufficient consideration for one another.' "  H.P. Hood
  & Sons v. Heins, 124 Vt. 331, 337, 205 A.2d 561, 565 (1964) (quoting 1
  Williston on Contracts § 103 at 395-96 (3d ed. 1957)).  In this case, the
  trial court's findings demonstrate that plaintiffs promised to purchase
  defendant's farm for $180,000 and, in return defendant promised to sell the
  farm to plaintiffs for that price.  This bargained for exchange of mutual
  promises was sufficient consideration to support the contract.  See Ragosta
  v. Wilder, 156 Vt. 390, 393-94, 592 A.2d 367, 369 (1991) (to constitute
  consideration, a return promise must be bargained for); Restatement
  (Second) of Contracts § 71(2) (1981) ("A performance or return promise is
  bargained for if it is sought by the promisor in exchange for his promise
  and is given by the promisee in exchange for that promise.").  Further, as
  the trial court noted:

    the giving of . . . [a bank draft for] $5,000.00 amounted to a
    transfer of the use of funds to [defendant].  The fact that
    [defendant] had not negotiated the check is irrelevant . . .
    [plaintiffs] directed their bank to pay him $5000.00 of their
    money upon demand, and thereby deprived themselves of the use of
    that money.  This by itself is sufficient consideration. 

  Therefore, defendant's claim that consideration was illusory fails.  

                            III.  Attorney's Fees

       ¶  20.  Finally, plaintiffs cross-appeal alleging that they are
  entitled to attorney's fees pursuant to the Purchase and Sale Contract
  because (1) the contract included an unambiguous provision for reasonable
  attorney's fees in the event of a breach, and (2) defendant breached the
  contract.  The trial court, which allowed plaintiffs' cross-appeal despite
  their failure to timely file, denied plaintiffs' request for attorney's
  fees, finding that their "claim and . . . remedy are entirely equitable in
  nature, and thus attorney's fees are discretionary with the court." 
  Defendant contends on appeal that plaintiffs are not entitled to attorney's
  fees because (1) the lower court abused its discretion in allowing
  plaintiffs to file an untimely cross-appeal, and, irrespective of that
  error, (2) there was no breach of contract.  We find that the trial court
  abused its discretion in allowing plaintiffs to file an untimely
  cross-appeal.  
   
       ¶  21.  On September 9, 2002, defendant filed a notice of appeal. 
  Plaintiffs therefore had fourteen days to file a cross-appeal.  See
  V.R.A.P. 4 ("If a timely notice of appeal is filed by a party, any other
  party may file and serve a notice of appeal within 14 days . . . .").  This
  deadline passed, and thereafter, pursuant to Rule 4, plaintiffs filed a
  motion with the superior court to extend time.  See id. ("The superior or
  district court may extend the time for filing the notice of appeal . . .
  for excusable neglect, upon motion and notice, if request therefore is made
  within 30 days after the expiration of the period originally prescribed by
  this subdivision.")  The trial court granted this motion, noting that there
  was "[n]o harm to defendant, as case already in appeal process and fee
  issue would not seem to require add'l record . . . all this adds up to
  reasonable care, no prejudice, excusable neglect.  Discretion thereby
  points to granting motion."


       ¶  22.  The excusable neglect standard embodied in Rule 4 is a strict
  one.  As we announced in our recent case In re Town of Killington, although
  the standard for excusable neglect has become more of an elastic concept,
  its application "must remain strict lest there be a de facto enlargement of
  appeal-filing time to sixty days."  Killington, 2003 VT 87,  17.  In Town
  of Killington, we specifically held that the more commonly occurring
  situations - such as an internal office mistake - do not constitute
  excusable neglect.  Id. 2003 VT 87, at  19; see also Gibbons v. United
  States, 317 F.3d 852, 855 (8th Cir. 2003) (affirming denial of extension
  where solo practitioner failed to timely file because of vacation followed
  by temporary illness).  Plaintiffs' excuse that an attorney's vacation and
  a related breakdown in internal office procedures resulted in the late
  filing is insufficient to warrant a finding of excusable neglect. 
  Plaintiffs' cross-appeal was untimely and therefore fails. 

       Affirmed.


                                       FOR THE COURT:

                                       _______________________________________
                                       Associate Justice
   

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                                  Footnotes


FN1.  A broad application of § 402(a) is unacceptable.  For example, under a
  broad construction of § 402(a), a plaintiff living in Bennington suing a
  resident of Brattleboro for the breach of a contract relating to real
  estate in Newport would be required to file suit in Orleans County. This is
  an absurd result and we will avoid a statutory construction producing such
  results.  See Springfield Terminal Ry. v. Agency of Transp., __ Vt. __, __,
  816 A.2d 448, 454 (2002); In re G.T., 170 Vt. 507, 517, 758 A.2d 301, 308
  (2000) (Court will avoid a statutory construction leading to absurd or
  irrational results). 

FN2.  The trial court concluded that the parties entered into an
  unenforceable oral contract for the conveyance of defendant's real property
  before defendant produced the Purchase and Sale Contract form from his
  home.  We need not assess the propriety of this conclusion, as the findings
  support the determination that the parties entered into a valid contract
  enforceable against defendant when he signed the Purchase and Sale Contract
  on July 11.  

FN3.  Defendant also asserts that the trial court erred in failing to find
  his statement to plaintiffs' daughter that he no longer desired to sell the
  farm an effective revocation of his offer to sell.  In light of our
  determination that defendant accepted plaintiffs' offer to purchase his
  farm on July 11, his claim that he subsequently revoked an offer to sell
  fails.