Omni Group, Inc. v. Seattle-First National Bank

645 P.2d 727 (1982)

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Nature of the Case

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Facts

Clark executed an exclusive agency agreement with Royal Realty to sell 59 acres of property for $3,000 per acre. Royal offered the property to Omni (P), and P signed an earnest money agreement offering $2,000 per acre. The agents delivered the contract to Clark, and that agreement was signed, but Clark directed the agents to obtain further consideration from P to make certain improvements on adjacent land not being offered for sale. Those conditions were not communicated to P. The purchase of the property was subject to P's obtaining an engineer's and architect's feasibility report and to notify Clark within 15 days of their final acceptance of the transaction. Problems developed and it was discovered that the land was only 50.3 acres and Clark countered with an offer of $104,000. P also agreed to accept all of Clark's other demands that were not relayed by the agents to the transaction. Clark then refused to proceed with the sale. Clark contends that the required report made the contract illusory. The trial court agreed, and P appealed.