dissenting:
Respectfully, I dissent. I believe the majority’s conclusions that Ms. Kern had no standing to seek relief and that the corporate minutes fail to constitute a contract are erroneous. Because I conclude that there was indeed an enforceable contract, I would affirm the district court’s order authorizing the executrix to complete the conveyance.
Standing
The majority concludes that Ms. Kern, as executrix of the estate, had no interest in seeing the ranch transferred to DorKay, Inc., and, therefore, she had no standing to seek the requested relief. While I do not dispute that it may have been in the interest of the estate to retain the property in the trust, it is also in the interest of the estate to determine the precise composition of the estate. Surely, Ms. Kern should not be penalized for seeking an order that would legally determine the property in the estate. Not *993only does the estate have an interest in the proper resolution of any questions, it would appear to be sound public policy to encourage an executrix to promptly seek an order determining assets in an estate if there is a dispute. Perhaps the majority is disturbed by the appearance of a conflict of interest that Ms. Kern may have as the executrix. If this is indeed the case, a discussion of standing does little to help settle the underlying dispute. I respectfully submit that Ms. Kern had standing to request the relief.
The Existence of a Contract
In support of its conclusion that the corporate minutes fail to constitute a contract to transfer the ranch to DorKay, Inc., the majority states that Mr. Dorsey Kern did not sign the minutes in an individual capacity, but rather as the president and temporary chairperson of DorKay, Inc. I am unaware of any requirement under NRS 111.210(1) that Mr. Kern must have signed the contract as an individual. The majority cites cases which do not address this issue and are inapposite in this instance.
The majority next concludes that the evidence does not indicate an intent on the part of Mr. Kern to enter into a contract, but rather merely indicates an intent to transfer his property to DorKay, Inc. I venture the suggestion that this semantic splitting of hairs is premised on faulty logic. The subject of the offer concerned the transfer of Mr. Kern’s ranch to DorKay, Inc. If there was an intent to transfer the ranch for certain consideration, it would seem to follow that there was an intent to enter into a contract.
I note that the corporate minutes contain the following language:
The chairman suggested that the meeting consider the proposal of DORSEY A. KERN and KAY F. KERN, said proposal being as follows: to transfer all of their right title and interest in and to that certain ranch at Cheyenne Wells, Colorado, known as the Cheyenne Wells Ranch. After due consideration of the offer and by unanimous vote, the following resolution was adopted:
WHEREAS, DORSEY A. & KAY F. KERN has [sic] offered to transfer this corporation, upon the terms and conditions as more fully appears in the offer which has been heretofore set forth in these minutes in return for the issuance to DORSEY A. and KAY F. KERN, or [sic] of 2500 shares of capital stock of said corporation. . . .
(Emphasis added.) Intent is a necessary element for the formation of a contract. The above-quoted language contains all of the *994requisite elements of a contract, an agreement which creates an obligation: intent, offer, acceptance, consideration, mutuality of agreement and obligation. Restatement of Contracts §§ 19-24 (1932); Lamoureux v. Burrillville Racing Ass’n, 161 A.2d 213, 215 (R.I. 1960). Thus, considering exclusively the language and the terms of the corporate minutes, I conclude that there was an enforceable contract.
Considering the events and the conduct of Mr. Kern before his death, I am further persuaded that ample evidence of an intent to be bound existed. Apparently, the learned trial judge was likewise convinced. DorKay, Inc., took possession of and managed the ranch. The corporation received income from the farming, grazing and oil operations of the ranch and paid expenses associated with these operations. Furthermore, the corporation paid property taxes on the ranch and listed the ranch as an asset in its 1988 corporate tax return. Moreover, Mr. Kern instructed an accountant to establish and maintain separate books of account for the corporation and retained an attorney to prepare the deeds in order to transfer the ranch to the corporation.
All of these facts support one conclusion: Mr. Kern intended the transfer of the ranch, treated the ranch as if it had been transferred, and directed an attorney to effect a formal transfer. These facts comprise a prima facie case for part performance which obviates the requirement that the agreement satisfy the statute of frauds. Hence, even if the corporate minutes fail to satisfy the statute of frauds, the doctrine of part performance dispenses with the requirements of the statute. See Summa Corp. v. Greenspun, 96 Nev. 247, 253, 607 P.2d 569, 572 (1980).
Turning to the issue of consideration, my brethren in the majority conclude that consideration was lacking because the 2,500 shares of stock exchanged for the ranch were worthless. This conclusion is flawed in two respects. First, it ignores the fact that the corporation treated the ranch as its asset. When Mr. Kern entered into the contract, the DorKay, Inc., stock had expectancy value resulting from the anticipated transfer of the ranch, and, consequently, the corporate stock had value. Second, it fails to take into account that Mr. Kern obviously wanted DorKay, Inc., and not himself, to own the ranch in question. Ms. Kern testified at trial that Mr. Kern wanted to transfer ownership to the corporation because he thought this arrangement would make it harder for his children to obtain the ranch. Our role is not to pass judgment on the merits of Mr. Kern’s reasons, but rather to review the legal issues on appeal. The consideration to Mr. Kern, the owner of the ranch prior to the contract, was a subsequent change in ownership of the ranch, in addition to the stock certificates.
*995 Conveyance to Complete Contract (NRS 149.110)
The majority incorrectly determines that the elements of NRS 149.110 are not met because Mr. Kern, if living, could not have been compelled to make the conveyance. On the contrary, as an officer of the corporation, Ms. Kern could have brought an action on behalf of the corporation compelling Mr. Kern to convey the ranch. Accordingly, I conclude that the elements of NRS 149.110 are met.
Finally, I wish to note that, after an evidentiary hearing, the district court found that Mr. Kern had the intent to complete the conveyance at the time of his death. It has long been recognized that we will not disturb a trial court’s findings of fact unless they are clearly erroneous. Hermann v. Varco-Pruden Buildings, 106 Nev. 564, 566, 796 P.2d 590, 591-92 (1990); Pink v. Busch, 100 Nev. 684, 688, 691 P.2d 456, 459 (1984). As I stated above, there exists ample evidence in the record to support the district court’s findings of fact. I cannot join with my brothers in their eager willingness to re-weigh the facts of this case and in essence to perform the function of the trial court. Moreover, in doing so, the majority reaches a result which, I submit, is contrary to the evidence.
For the foregoing reasons, I respectfully dissent.