Galpin v. Cantina Holdings

Summary

The North Dakota Supreme Court affirmed a judgment awarding Neil Galpin a $100,000 earnest money deposit after a business sale failed to close. The court held that the specially drafted, incorporated earnest-money provision controlled over conflicting standard-form financing language and upheld the finding that Galpin did not fail to negotiate a contract for deed in good faith.

Holdings

1. The confidential letter's specially drafted provision making the earnest money nonrefundable controlled over the conflicting standard-form financing-contingency language in the purchase agreement, and Galpin was entitled to the $100,000 earnest money.
2. The district court did not clearly err in finding that Galpin Entertainment did not fail to negotiate the contract for deed in good faith.

Questions Presented

1. Which contractual provision governed the disposition of the $100,000 earnest money when the incorporated confidential letter and the standard-form purchase agreement contained conflicting provisions?
2. Whether the district court clearly erred in finding that Galpin Entertainment did not fail to negotiate the contract for deed in good faith.

Disposition

affirmed