Stanton v. Dachille

Mackenzie, J.

(dissenting.) I would reverse. In my view, the agreements between plaintiffs and defendant Dachille did not constitute enforceable contracts.

It is well established that in order to form a valid contract, there must be a meeting of the minds on all essential terms. Heritage Broadcasting Co v Wilson Communications, Inc, 170 Mich App 812, 818; 428 NW2d 784 (1988). In this case, an essential term was clearly lacking in each of the purchase agreements, i.e., a valid identification of the real estate to be purchased by each of the plaintiffs.

Under the agreements, plaintiff Chayt was to purchase lot 15, plaintiff Werthmann was to purchase lot 16, and plaintiff Stanton was to purchase lot 17 of Dachille’s proposed subdivision. However, it is apparent from the final plat that the locations of these lots were wholly speculative. According to their testimony, each purchaser was interested in a lot adjacent to a pond located in the center of the Dachille parcel, and each of the lots as shown on a preliminary plat met this criterion. In the *264final plat, however, lot 15 was no longer adjacent to the pond; in fact, its location shifted from the northwest portion of the Dachille parcel to the northeast portion. Further, plaintiff Stanton wanted lot 17 because it was a corner lot as preliminarily platted. In the final plat, none of the lots was a corner lot.

It is also impossible to tell to which lot each plaintiff would be entitled were any of the plaintiffs or defendant Dachille to attempt to enforce the sales agreements. Plaintiff Chayt could logically claim rights to lots 15, 17, or 18 as finally platted, while plaintiff Werthmann could claim rights to lots 16 or 17, and plaintiff Stanton could claim rights to lots 15, 16, or 17.

A meeting of the minds is judged by an objective standard, looking at the express words of the parties and their visible acts, not their subjective states of mind. Siegel v Spinney, 141 Mich App 346, 350; 367 NW2d 860 (1985). In this case, an objective view of the evidence indicates that these parties reached no more than a provisional agreement that plaintiffs would at some point purchase unspecified real estate from defendant Dachille. No action for breach of this agreement arises, however, since a material term was left open for future negotiation. See Socony-Vacuum Oil Co, Inc v Waldo, 289 Mich 316, 323-324; 286 NW 630 (1939); Heritage Broadcasting, supra, p 819. Accordingly, I would reverse.