Daniel Krawiecki, et al., Appellants, vs. David R. Johnson, et al., Respondents., 2002 Minn. App. LEXIS 494

Summary

The ultimate price for the property depended on the to-be-negotiated pay-off amount of the State's lien. An addendum to the purchase agreement described in detail how the ultimate price would be determined. The buyers argued that the trial court erred by concluding that the nullification clause in the purchase agreement was not ambiguous and could not be modified by parol evidence. The appellate court determined the nullification clause and its terms were not reasonably susceptible to more than one meaning, nor did they irreconcilably conflict with the contract's other terms and provisions. The appellate court ruled the trial court was correct in determining the nullification clause was not ambiguous and the purchase agreement was complete. Furthermore, the buyers produced insufficient evidence to support a finding that the parties reached an oral agreement to modify the purchase agreement to eliminate the nullification clause.