## Facts

- Volker Court, LLC (owned by Brent Lambi) sold an apartment complex and sought a replacement property to complete a tax-deferred exchange, identifying Santa Fe Apartments as a target.
- Santa Fe Apartments was purchased at a county auction by David Atkins (later titled in Santa Fe Apartments, LLC, co-managed with Mark Atkins).
- After the auction, Lambi pursued a purchase; initial discussions were informal and included price ranges and financing concepts communicated through Lambi’s broker.
- Lambi made a written $4.1 million offer that was rejected; David Atkins sent letters discussing pricing and financing as “suggestion[s]” and continuing negotiation.
- In an October 29, 2001 letter, David Atkins set out two “bottom line” structures (including $4.6 million with partial seller financing) and stated: “we have a deal provided everyone’s lawyer and bankers are happy,” adding that he had “a partner” and did not want to ask him if the terms were “OK.”
- Lambi responded on November 2, 2001 stating he accepted the $4.6 million structure and sought to proceed to closing.
- David Atkins responded that no contract existed, treating the correspondence as preliminary and conditional; negotiations did not culminate in a signed agreement.
- Volker Court and Lambi sued for breach of contract and fraudulent misrepresentation; the trial court granted summary judgment to Santa Fe Apartments, LLC and the Atkins brothers.

## Issues

1. Whether the October 29 letter constituted a definite offer capable of acceptance, such that Lambi’s November 2 response formed an enforceable contract.
2. Whether statements suggesting a “deal” subject to lawyer/banker satisfaction and partner involvement supported a claim for fraudulent misrepresentation.

## Decision

- The appellate court affirmed summary judgment for defendants on all claims.
- The October 29 letter was not a binding offer but an invitation to negotiate, expressly contingent on third-party approvals and partner consent.
- Because no enforceable contract was formed, the breach of contract claim failed as a matter of law.
- The fraud claim failed because the alleged statements were conditional, forward-looking negotiation statements rather than false representations of existing material fact, and plaintiffs could not show reasonable reliance.

## Legal Principles

- A valid offer requires sufficiently definite terms and a present, unconditional manifestation of intent to be bound upon acceptance.
- Language that conditions agreement on further approvals (e.g., attorneys, lenders, or other decisionmakers) typically indicates preliminary negotiations rather than contractual assent.
- Express notice that a party must obtain a partner’s consent defeats a claim that the speaker had unilateral authority and undermines reasonable reliance on an asserted commitment.
- Fraudulent misrepresentation generally requires a false statement of existing material fact; statements of intention, opinion, or future contingent events are not actionable absent proof of a present intent not to perform and justified reliance.

## Conclusion

The court held that the parties’ correspondence reflected conditional negotiations, not an offer forming a contract, and that the alleged “deal” statements were non-actionable and could not support fraud; summary judgment for defendants was affirmed.


Volker Court, LLC v. Santa Fe Apartments, LLC, 130 S.W.3d 607 (Mo. Ct. App. W.D. 2004)