Nebraska Beef, Ltd. v. Wells Fargo Business ( 2006 )

United States Court of Appeals
FOR THE EIGHTH CIRCUIT
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No. 06-1207
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Nebraska Beef, Limited, *
*
Appellant, *
* Appeal from the United States
v. * District Court for the
* District of Minnesota.
Wells Fargo Business Credit, Inc., *
f/k/a Norwest Business Credit, Inc., *
*
Appellee. *
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Submitted: September 27, 2006
Filed: December 11, 2006
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Before LOKEN, Chief Judge, SMITH and GRUENDER, Circuit Judges.
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SMITH, Circuit Judge.
Nebraska Beef, Ltd. ("Nebraska Beef") filed suit against Wells Fargo Business
Credit, Inc., f/k/a Norwest Business Credit, Inc. ("Wells Fargo ") claiming Wells
Fargo wrongly assessed $211,000 in fees stemming from a 1997 loan. The district
court1 entered summary judgment in favor of Wells Fargo. The court ruled the parties'
unilateral contract provided for the additional fees in conjunction with additional
extensions of credit. Nebraska Beef appeals. We affirm.
1
The Honorable Joan N. Ericksen, United States District Judge for the District
of Minnesota.
I. Background
Nebraska Beef established a $30,000,000 line of credit with Wells Fargo, the
terms of which were memorialized in a written credit agreement. The agreement
detailed the maximum amount Nebraska Beef could borrow and established a
mechanism whereby the company could receive an overadvance—a loan exceeding
the established credit limit. The credit agreement required Nebraska Beef to pay an
extra fee for each overadvance. Over the next two years, Nebraska Beef sought three
overadvances with each overadvance resulting in a formal written amendment to the
original credit agreement. With each amendment, the amount of the overadvance fee
increased.
In April 1997, Nebraska Beef began negotiations with Wells Fargo to establish
the terms of an agreement covering a fourth overadvance in May. The parties
concluded their negotiations with no definitive agreement regarding the terms of the
May overadvance. Nebraska Beef maintains that Wells Fargo refused to approve
additional overadvances on the same terms outlined in the third amendment. Instead,
Nebraska Beef contends, Wells Fargo demanded a higher fee. Wells Fargo asserts it
was willing to approve additional overadvances on the same terms outlined in the third
amendment. Despite the lack of a formal written agreement, Nebraska Beef continued
to take overadvances in early May and continued to do so throughout the month.
On May 23, 1997, Wells Fargo sent Nebraska Beef a letter informing Nebraska
Beef that beginning May 27, the overadvance fees would climb to $2,000 per day per
$150,000. The draft also stated that all overadvances before May 27 would be
assessed at $1,500 per day per $150,000—the maximum amount charged in the third
overadvance agreement. Nebraska Beef does not deny receiving the letter but
maintains it never signed the accompanying fourth amendment. After receiving the
letter, Nebraska Beef continued to withdraw funds through the overadvance provision.
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By month's end, Wells Fargo reported that Nebraska Beef's May, 1997
overadvance fees totaled $211,000. Nebraska Beef sent Wells Fargo a letter
challenging the $211,000 calculation. The letter acknowledged that Nebraska Beef
had received funds through the overadvance but argued the May rates were
unreasonable. Unable to resolve the dispute, Wells Fargo deducted the $211,000
amount from Nebraska Beef's account.
Nebraska Beef filed suit seeking to recover the $211,000 deducted from its
account. The district court granted Wells Fargo's motion for summary judgment after
finding, under Minnesota law, that Nebraska Beef had entered into a unilateral
contract authorizing the increased overadvance fees.
Nebraska Beef appeals the district court's grant of summary judgment.
II. Discussion
"We review de novo a grant of summary judgment, considering the facts in the
light most favorable to the nonmoving party. Summary judgment is proper when no
genuine issues of material fact exist and the moving party is entitled to judgment as
a matter of law." Nat'l Am. Ins. Co. v. W & G, Inc., 439 F.3d 943, 945 (8th Cir. 2006)
(internal citations omitted).
Nebraska Beef argues the district court erred by granting summary judgment
because no unilateral contract existed. Under Minnesota law, a unilateral contract
requires: (1) an offer definite in form, (2) communication of offer, (3) acceptance and
(4) consideration. Martens v. Minn. Min. & Mfg. Co. 616 N.W.2d 732, 742 (Minn.
2000). Nebraska Beef argues that the first element, a definite offer, is lacking and
therefore no unilateral contract was formed. Nebraska Beef contends that a genuine
issue of material fact remains regarding the terms of Wells Fargo's offer, as evidenced
by the parties' inability to agree about the amount of fees proposed at negotiations.
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An offer must contain sufficiently definite terms to enable the fact-finder to
interpret and apply them. Hunt v. IBM Mid Am. Employees Fed. Credit Union, 384
N.W.2d 853, 857 (Minn.1986). An offer "may be inferred wholly or partly from words
spoken or written or from the conduct of the parties or a combination thereof."
Cederstrand v. Lutheran Bhd., 117 N.W.2d 213, 221 (Minn. 1962).
Viewing the evidence in a light most favorable to Nebraska Beef, we hold that
the district court did not err in granting summary judgment to Wells Fargo. Wells
Fargo offered to loan funds for the May 1997 overadvance, at a minimum, at the fee
assessed under the third amendment to the original credit agreement. Further,
Nebraska Beef acknowledges that it received the May 23 letter from Wells Fargo
stating that overadvances after May 27 would be assessed an overadvance fee of
"$1,500 per day through May 26, 1997, and $2,000 per day from and after May 27,
1997. . . for each increment of $150,000 or portion thereof . . . ."
Therefore, it is undisputed that when Nebraska Beef began to withdraw funds
through the May 1997 overadvance, it did so fully aware that an extension beyond the
agreed line of credit would come at an additional cost. Wells Fargo's "offer" to permit
continued overadvances at the stated terms constituted a unilateral contract offer that
was accepted by Nebraska Beef's election to access the overadvance. These terms, as
reflected in the third amended agreement and the May 23 letter, were sufficiently
definite to establish a unilateral contract offer under Minnesota law.
Nebraska Beef emphasizes that it never agreed to the proposed fees stated in the
May 23 Wells Fargo "Extension of Overadvance" letter. No express agreement is
required to accept a unilateral contract. Under Minnesota Law, mere performance can
constitute acceptance. Sylvestre v. State, 214 N.W.2d 658, 667 (Minn. 1973).
III. Conclusion
The judgment of the district court is affirmed.
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