## Facts

- A tenant subsidiary delivered a signed written offer for a 20-year commercial lease that required the landlord to execute and return the lease within six days; otherwise the offer would be withdrawn and the lease would be “null, void and of no force and effect.”
- The tenant’s parent company executed a written guaranty of the tenant’s lease obligations, premised on timely acceptance of the lease offer.
- The landlord executed and returned the lease after the stated acceptance deadline had expired.
- Despite the late acceptance, the tenant took possession, constructed and operated a restaurant, and paid rent and property taxes for several years.
- The tenant later vacated and stopped paying rent; the landlord sent billing statements and demand letters to the parent company as guarantor.
- The landlord sued the parent company to enforce the guaranty and recover unpaid rent and related sums.
- The district court granted summary judgment for the landlord, reasoning that the tenant’s conduct waived the offer’s acceptance-deadline requirement.

## Issues

1. Whether waiver doctrine can extend an offer’s stated time for acceptance so that a late acceptance forms an enforceable contract.
2. Whether post-deadline performance can validate contract formation on a waiver theory when the offer provides that untimely acceptance renders the proposed lease withdrawn and void.

## Decision

- The court of appeals reversed the summary judgment and remanded.
- It held that waiver cannot be used to extend the time for acceptance in contract formation.
- It concluded the district court erred by treating the acceptance deadline as waivable based on subsequent performance.
- It noted that other formation theories (such as counteroffer and acceptance by performance) might apply, but left those questions for the district court on remand.

## Legal Principles

- Contract-formation rules differ from rules governing performance of an existing contract.
- An offer that specifies a time limit for acceptance lapses when the deadline passes; a purported acceptance after that time does not form a contract under the original offer.
- Waiver may excuse or relinquish a term of performance in a formed contract, but it does not apply to a condition governing whether an offer can be accepted.
- Treating an acceptance deadline as waivable through later conduct would undermine certainty about whether and when mutual assent occurred.

## Conclusion

The court held that an explicit acceptance deadline is a condition of contract formation that cannot be waived by later performance, reversed summary judgment enforcing the guaranty on a waiver theory, and remanded for consideration of any alternative bases for enforcement.


Starlite Ltd. P’ship v. Landry’s Rests., Inc., 780 N.W.2d 396 (Minn. Ct. App. 2010)