Joe Nelson and Margaret Nelson v. Production Credit Association of the Midlands

HEANEY, Senior Circuit Judge,

dissenting.

In my view, there was more than sufficient evidence from which the jury could find that the PCA had agreed to finance the Nelsons’ three-year “ranch plan” prepared by the University of Nebraska Panhandle Station in return for the Nelsons paying down their existing operating loan with the PCA. The record shows that the Nelsons kept their end of the bargain. They went to Travelers Insurance Company and borrowed $350,000 from the company, giving as security a mortgage on their farm. They then went to the PCA and paid down their operating loan by $240,000. The PCA accepted this payment, knowing full well that acceptance would be construed by the Nelsons as acceptance of the three-year ranch plan. After receiving the $240,000, however, the PCA reneged on its agreement and refused to fund the ranch plan. The Nelsons then lost their farm, having used up all alternative sources of credit by taking out the Travelers loan.

The Nelsons’ farming operation had lost money for several years, and the PCA had the right to insist that its operating loan be paid down. The Nelsons, however, had the right to condition a pay down on a commitment by the PCA to fund them for three additional years if they followed the ranch plan developed by the University of Nebraska.

The majority correctly notes that a finding that an agreement had been reached depended largely on the testimony of Joe Nelson. The jury heard his testimony and that of PCA officials. It accepted Nelson’s version of the facts and found that Nelson *607and the PCA had entered into a contract. The jury had been carefully instructed about the evidence necessary to find a binding agreement. The instructions are not challenged on appeal and read as follows:

In order to be binding, an agreement must be definite and certain as to the terms and requirements. It must identify the subject matter and spell out the essential commitments and agreements with respect thereto.
Absolute certainty in the terms of an agreement is not required. Reasonable certainty is necessary. A contract is definite if the parties can tell when it has been performed and it is enough, if when that time arrives, there is in existence some standard by which performance can be tested. In the absence of a stated time for performance, the law will imply a time of performance within a reasonable time under the circumstances.
In determining whether a contract existed, and if so, the terms of that contract, you will be deciding the mutual intent of the parties. In making that determination, you may consider the conduct of the parties, oral statements, writings, and all other evidence before you.

These instructions required the jury to find that a definite and certain contract had in fact been entered into between the PCA and Nelson before it could return a verdict in the Nelsons’ favor. The jury made this finding and there is abundant evidence to support it.

The Nelsons went to the Federal Land Bank for a loan. Nelson stated that he did go to that bank, and it turned him down. He then went to the Travelers Insurance Company, and it agreed to loan him $350,-000 with the farm as security. Travelers also required a $17,500 letter of credit from the PCA. Wayne Goff, the president of the PCA, agreed to supply the letter. Nelson then went back to the PCA. He discussed the matter with Goff. Nelson testified that the following conversation ensued:

He said that — I asked him if $350,000 was going to be enough, they wanted four hundred to five hundred thousand, and I says is that going to be enough to make this plan work, and he says that would be fine.

Appellant’s Appendix at 54.

Shortly thereafter, Nelson filled out an application with the PCA for a $453,000 loan. Joseph Nelson testified that Rod Uh-rig of the PCA told him and his wife that the PCA would give Nelson an operating loan if he developed a “plan” and paid down the existing operating loan by $500,-000. Nelson further testified that he had the plan developed and presented it to Goff and Tom Willnerd, Nelson’s loan officer. He recounted that Goff said the plan was probably a pretty good idea but that the PCA could not do anything “until we get money put in here.” Goff suggested an amount sufficient to purchase 625 feeder calves. Nelson testified that Willnerd knew that 1,000 calves were necessary to make the plan work and said, “let’s do the 625 for now, and I’ll get you another four hundred.” Appellant’s Appendix at 55. On this basis, the Nelsons signed the loan agreement. The money for the calves, however, was never provided.

Certainly this testimony, coupled with the objective facts, provided ample support for the jury’s finding that the PCA agreed to provide operating capital for the expansion of the Nelsons’ ranch operation to fuel productivity over a three-year period. Goff, the president of the PCA, was fully aware of the transaction and accepted the $240,000 pay down with full knowledge of the fact that the Nelsons were making the pay down to ensure continued operation of the farm. If there was a problem, Goff had an obligation to inform the Nelsons of the difficulties and clarify the situation before accepting the pay down. Instead, he took the $240,000 and reneged on the agreement. Of course, the jury could have found in favor of the PCA, but it did not, and neither this court nor the district court should substitute its judgment for theirs.9

*608The majority also adopts the district court’s view that if there was a three-year agreement to provide operating capital to the Nelsons, its terms were too indefinite to permit enforcement of the contract. The jury did not believe this to be the case after hearing both sides of the question, and neither do I. The agreement was to fund the “plan” prepared by the University for a period of three years. Repayment was to be made from operating profits with interest at the rate the PCA customarily charged to farm borrowers. The PCA was to have as security all livestock and farm machinery and other farm personalty just as it had on other similar farm loans. Faced with a similar agreement in National Farmers Org. v. Kinsley Bank, 731 F.2d 1464 (10th Cir.1984), the court stated:

The rate of interest and the terms of repayment could be determined by reference to commercial practice and the customary course of business between the bank and Burkhart. The market rate of interest and the purpose of the loan would be reasonable guidelines for setting the rate of interest and terms of repayment.

Id. at 1470. We should apply the same standard here.

I turn next to the question of damages. The PCA argued that because the Nelsons’ farming operation had not been profitable in the past, it would not be profitable in the future. This same argument was advanced before the jury and rejected. We should do the same. An expert witness testified that if the plan were fully implemented, the farm would be profitable. In addition, the jury had before it detailed financial data from the PCA and the Nelsons. This data provided ample support for the jury’s verdict. We should not substitute our judgment for that of the jury.

This was a close case. Obviously, the district court believed that the Nelsons had not proven their case. Had it been the fact finder, we certainly could not say that a finding of no contract would have been clearly erroneous, but the district court was not the finder of fact.

Finally, I would set aside the trial court’s order for a new trial. This order was based on the same reasoning that it used in granting the judgment notwithstanding jury verdict, reasoning which I reject. I would reverse the judgment of the district court granting the PCA’s motion for judgment notwithstanding verdict and, in the alternative, a new trial, and would direct that the jury verdict be reinstated. I do not believe that it was appropriate for the court to substitute its judgment for that of the jury in this case.

. The majority’s and the lower court’s decisions are part of an unfortunate trend that is eroding the protections of the seventh amendment. Appellate reversals of jury fact-finding, once rela*608tively rare, are now occurring more frequently. See Schapper, Judges Against Juries — Appellate Review of Civil Jury Verdicts, 1989 Wis.L.Rev. 237.