dissenting.
Much has been written, and there now exists a majority consensus for affirming the rulings, decision, and judgment of the district court, Hon. James J. May. The thought is ventured that Judge May was confronted with an extremely formidable task in presiding over a trial involving hotly contesting litigants, both of whom were represented by extremely competent counsel. The amount of carefully prepared paper work, i.e., exhibits, letters, proposed findings of fact and conclusions of law is demonstrative of their ability and diligence.
In my view, the facts and circumstances of the controversy appear to have been fully developed, and in his turn, Judge May endeavored to ascertain that neither side was shorted. A monument to his undertaking, it seems clear that he conscientiously made findings of fact, and that such were suggested by one or the other of opposing counsel. Likely it was similar with the conclusions of law. A generally well known fact, however, is that diligent counsel representing clients may see some aspects of a controversy differently than does the court, but the court is still the court. When the person sitting as the court is Judge May, my observation over a number of years is that justice is indeed apt to prevail. It is my recollection that over the past years Judge May presided over a great number of cases, equally as varied and difficult as the instant litigation.
As just one member of this Court, I suggest that in this instance Judge May be asked to revisit at least some statements of fact and the characterization of mixed questions of law and fact which leave me with uncertainty, for example:
1. Finding of Fact 18:
*444“Huff never provided any such corporate balance sheet or statement of basis and total at cost despite the repeated demands of Lewis.”
Comment: There is no evidence in the record that Lewis ever requested a balance sheet.
2. Finding of Fact 23:
“THE AGREEMENT, Section V(B)(4), provided that certain undistributed bank construction loan proceeds ‘constituted’ loans by Huff to R.C. Holdings, Inc.”
Comment: The Agreement provides that undisbursed proceeds shall be paid to Huff. There is no mention of loans.
3. Finding 34:
“Kriezenbeck Constructors was owed the approximate sum of $300,000 for unpaid construction work on Boulder Mountain Village ... this indebtedness was not listed and upon receiving title to the real property it became a liability of R.C. Holdings, Inc.”
Comment: The record shows that the Kriezenbeck obligation was not that of R.C. Holdings, Inc. but that of The Holding Company.
4. Finding 50:
“The letter (Exhibit 43) promised that Huff would obtain the funds necessary to pay Lewis as soon as possible.”
Comment: The letter states: “I will do everything possible to obtain the financing we have previously discussed.” No promise was given.
5. Finding 53:
“Huff assured Thompson that Lewis was indeed out of the project.”
Comment: This is not supported in the record.
6. Finding 50:
“On or about the 30th of June, 1989, Huff received a letter from Ralph Kriezenbeck recounting that he, Kriezenbeck, had been informed by Huff that Jack Lewis was no longer part of the Hotel project and had been replaced. Huff acknowledged that he had made the statement to Kriezenbeck in a phone call made from Seattle.”
Comment: The letter states: “On June 28th you informed me that Jack Lewis was being bought out of the project.” Huffs testimony shows that he acknowledged only that he was seeking to find financing to replace Lewis. That this had already happened is an inaccurate statement of fact.
7. Conclusion 4. “No such attack [on the accuracy of the grounds for rescission stated in the rescission letter] was ever made until months after the letters were delivered.”
Comment: The record shows that Huffs immediate response to Lewis’s purported rescission was a letter containing the statement “I disagree with the issues you have cited in reaching your decision____” Plaintiffs Exhibit 43, letter from Huff to Lewis, July 10, 1989.
8. Conclusion 6(c). “[T]he resignation of the Lewises was conditional upon Huff accepting the rescission.”
Comment: The Lewises’ letter states unequivocally “[w]e hereby resign as officers and directors of the company.” Plaintiffs Exhibit 42, letter from Huffs to Lewis, June 27, 1989. There is nothing conditional about this statement.
9. Conclusion 5:
“At no time during these discussions nor at any time prior to the 4th day of October, 1989, did Huff or his representatives raise any claim of breach of contract against Plaintiff.”
Comment: Huffs attorney testified that he advised Lewis’s attorney that Lewis was in breach during these discussions. As far as ■ can be presently ascertained, this testimony was not impeached.
These selected examples of the district court’s findings of fact appear to be inaccurate or slanted in favor of Lewis. Without being able to independently analyze the entire record and all of the testimony presented at the trial, this justice cannot confidently assess the accuracy of the other findings of fact. Without exercising review over the validity of the district court’s conclusions of law, it is difficult to ascertain that the conclusions reached by the district court were based on accurate facts. Therefore it is my *445opinion that the Court should remand the cause to Judge May, with a request for a more detañed presentation of the underlying factual circumstances, rather than merely affirming.