B. J. Kadrmas, Inc. v. Oxbow Energy, LLC

Summary

The North Dakota Supreme Court affirmed a judgment requiring Oxbow Energy, LLC to pay B. J. Kadrmas, Inc. for title-search services performed under an implied-in-fact contract. The court held that the district court did not clearly err in crediting Kadrmas’s testimony and finding mutual assent based on the parties’ communications, conduct, and surrounding circumstances. The court also upheld the amount awarded for work performed before and after Oxbow communicated about stopping the work.

Holdings

1. The district court did not clearly err in finding that the parties' objective manifestations, surrounding circumstances, communications, conduct, and conflicting testimony established mutual assent to an implied-in-fact contract.
2. Although silence and inaction ordinarily do not constitute acceptance, they may constitute assent when the circumstances warrant or require an inference of assent, including when the offeree accepts the benefits of the transaction and fails to communicate rejection.
3. The district court did not clearly err in finding that Oxbow was liable for work performed through February 16 and 27, 2004, because it credited testimony that Oxbow instructed Kadrmas to complete work on tracts already in progress.

Questions Presented

1. Whether the evidence supported the district court's finding that the parties mutually intended to form an enforceable implied-in-fact contract.
2. Whether the district court's findings concerning the scope and timing of the work for which Oxbow was liable were clearly erroneous.

Disposition

affirmed