Slama v. Slama

Nebraska Supreme Court Online Library
www.nebraska.gov/apps-courts-epub/
03/24/2023 09:06 AM CDT
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Nebraska Supreme Court Advance Sheets
313 Nebraska Reports
SLAMA V. SLAMA
Cite as 313 Neb. 836Jo Lynn Slama, appellee and cross-appellee,
v. Ken Michael Slama and Jason T.
Slama, appellees and cross-appellees,
Norman L. Slama II, appellee and
cross-appellant, and John M.
Sandahl, appellant.
___ N.W.2d ___
Filed March 24, 2023. No. S-22-122.
1. Summary Judgment: Appeal and Error. An appellate court reviews a
district court’s grant of summary judgment de novo, viewing the record
in the light most favorable to the nonmoving party and drawing all rea-
sonable inferences in that party’s favor.
2. ____: ____. An appellate court affirms a lower court’s grant of summary
judgment if the pleadings and admitted evidence show that there is no
genuine issue as to any material facts or as to the ultimate inferences
that may be drawn from the facts and that the moving party is entitled to
judgment as a matter of law.
3. Contracts: Judgments: Appeal and Error. The meaning of a contract
is a question of law, in connection with which an appellate court has an
obligation to reach its conclusions independently of the determinations
made by the court below.
4. Contracts: Intent. When the terms of a contract are clear, a court may
not resort to rules of construction, and terms are accorded their plain and
ordinary meaning as an ordinary or reasonable person would understand
them. In such a case, a court shall seek to ascertain the intention of the
parties from the plain language of the contract.
5. Contracts: Parties: Intent. To create a contract, there must be both an
offer and an acceptance; there must also be a meeting of the minds or a
binding mutual understanding between the parties to the contract.
6. Summary Judgment. Summary judgment is proper when the plead-
ings and evidence admitted at the hearing disclose no genuine issue
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SLAMA V. SLAMA
Cite as 313 Neb. 836regarding any material fact or the ultimate inferences that may be
drawn from those facts and that the moving party is entitled to judg-
ment as a matter of law.
7. ____. Not all issues of fact preclude summary judgment, but only those
that are material.
8. ____. In the summary judgment context, a fact is material only if it
would affect the outcome of the case.
9. Appeal and Error. Error without prejudice provides no ground for
relief on appeal.
Appeal from the District Court for Wayne County: James G.
Kube, Judge. Affirmed.
David C. Briese, of Crary, Huff, Ringgenberg, Hartnett &
Storm, P.C., for appellant.
Andrew D. Weeks and J. Michael Hannon, of Baylor Evnen,
L.L.P., for appellee Jo Lynn Slama.
Mark D. Fitzgerald, of Fitzgerald, Vetter, Temple, Bartell &
Henderson, for appellee Ken Michael Slama.
Keelan Holloway, of Monson & Holloway Law Offices,
P.C., L.L.O., for appellee Norman L. Slama II.
Heavican, C.J., Miller-Lerman, Cassel, Stacy, Funke,
Papik, and Freudenberg, JJ.
Funke, J.
INTRODUCTION
This action arises from a contract to sell a farm. The farm
was one of several properties subject to a real estate agree-
ment between four siblings. The siblings’ agreement called
for them to give one another notice and a right of first refusal
before selling the covered properties. When the sibling who
owned the farm contracted to sell it to a third party, the pres-
ent litigation arose regarding the siblings’ compliance with
the notice and right of first refusal terms of their agreement.
The district court for Wayne County, Nebraska, voided the
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SLAMA V. SLAMA
Cite as 313 Neb. 836contract for the farm’s sale, finding that notice of the offer to
one sibling was defective and never triggered her right of first
refusal. As to another sibling, the district court found that the
sibling was not given sufficient time to exercise his right of
first refusal. The present appeal followed. We affirm on some-
what different grounds.
BACKGROUND
Upon his death, Norman L. Slama devised his property
equally among his children, Norman L. Slama II (Norman),
Jo Lynn Slama, Ken Michael Slama, and Jason T. Slama. The
siblings subsequently entered a settlement agreement as to
the distribution of the property. As part of that settlement, they
entered a real estate agreement, which was duly recorded in
Wayne County.
The real estate agreement provided, in relevant part, that
seven of the eight parcels of real estate devised to the siblings
were to be held jointly by Jo, Ken, and Jason. The eighth par-
cel, which consisted of the farm at issue here, was to be held
solely by Norman. The real estate agreement also provided
that if Norman sold the farm, Jo, Ken, and Jason would “have
equal rights of first refusal to purchase” it. Specifically, the
agreement prescribed that an “offer [to purchase the farm]
shall be communicated” to Norman’s siblings by certified
mail. The siblings would then have 14 days to notify Norman
in writing by certified mail of their intent to exercise their
right of first refusal. The agreement further prescribed that the
sale of property to individuals exercising their right of first
refusal shall be upon the “same terms and conditions as may
be offered by any bona fide purchaser.”
Sandahl’s Offer to Purchase
Norman’s Farm
On March 1, 2021, John M. Sandahl offered to purchase
Norman’s farm after renting it for several years. The writ-
ten purchase offer was less than one page in length and
stated, in relevant part, that Sandahl would pay $10,000 per
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SLAMA V. SLAMA
Cite as 313 Neb. 836acre for approximately 226.41 acres, less a building site of
approximately 4 acres reserved by Norman, for a total price
of approximately $2,224,100. There was no mention in the
purchase offer that possession of the farm was subject to
a lease.
Two days later, on March 3, 2021, Norman sent letters to
Jo, Ken, and Jason by certified mail restating Sandahl’s offer.
Ken received his letter on March 6 and opened it on March
7, during a phone call with Jo, wherein he appraised her of
its contents. Jo was notified on or around March 6 that there
was a certified letter to be delivered to her. However, delivery
was never effectuated, and her letter was ultimately returned
to Norman undelivered. The district court found that it was
unclear from the record whether Jason received his letter “as
he did not respond.” Jason has not actively participated in
this litigation.
Subsequently, on or around March 15, 2021, Norman sent Jo
a copy of Sandahl’s offer via regular mail, which she received
on March 22. Also on or about March 22, Ken verbally told
Norman’s attorney that he intended to exercise his right of
first refusal to purchase the farm. Ken did not provide written
notice by certified mail. Nonetheless, the attorney gave him an
unsigned purchase agreement. That agreement was five pages
long and provided, in relevant part, that the buyer would pay
$10,000 per acre for approximately 226.41 acres, less a build-
ing site of approximately 5.62 acres reserved by Norman, for
a total price of approximately $2,207,900. The agreement also
provided that the buyer took possession of the farm subject to
a lease expiring on March 1, 2022, but would receive the 2021
cash rent. Although not stated in the agreement, Sandahl was
the lessee.
On or around March 31, 2021, Norman’s attorney and
Ken spoke by phone about the sale of the farm. The attor-
ney informed Ken that his 14 days had expired and that
Jo’s 14 days would expire on Friday, April 2. However, the
attorney also told Ken that he and Jo had until the close of
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SLAMA V. SLAMA
Cite as 313 Neb. 836business on April 2 to notify Norman of their intent to exercise
their right of first refusal. Otherwise, Norman intended to sign
a contract with Sandahl on Saturday, April 3.
Ken did not provide written notice within that time.
However, at approximately 9:40 p.m. on April 2, 2021, Jo
faxed Norman’s attorney a letter acknowledging that she
had received the March 15 mailing, but asserting that it was
improperly sent by regular mail. Jo asked that the notice be
resent by certified mail. Alternatively, she offered to waive
the deficiency if Norman would accept her letter as notice of
her intent to exercise her right to purchase the farm on the
terms set forth in Sandahl’s offer. Jo specifically observed
that that “Offer does not retain a lease for farm year 2021.”
Jo subsequently sent the letter by certified mail on Saturday,
April 3. The attorney did not see Jo’s fax until Sunday,
April 4.
Meanwhile, on April 3, 2021, Norman contracted to sell the
farm to Sandahl. Like the purchase agreement given to Ken,
the purchase agreement here provided that the buyer would pay
$10,000 per acre for approximately 226.41 acres. The agree-
ment also provided that the buyer took possession of the farm
subject to a lease.
Jo’s Lawsuit and Sandahl’s and
Norman’s Counterclaims
Jo then filed suit, alleging that Norman had failed to com-
ply with the terms of the siblings’ real estate agreement when
notifying her of Sandahl’s offer. She asked the court to enjoin
Norman from transferring the farm to Sandahl and to require
Norman to sell it to her on the same terms as in Sandahl’s
offer. Alternatively, she sought a declaration of the siblings’
rights and responsibilities under the real estate agreement or to
quiet title to the farm in her.
Sandahl then brought a counterclaim and cross-claim, ask-
ing the court to declare the contract for the farm’s sale
to be valid. He alleged that Jo and Ken had received
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SLAMA V. SLAMA
Cite as 313 Neb. 836sufficient notice of the offer, but failed to give proper notice of
their intent to exercise their right of first refusal. Subsequently,
Ken also brought a counterclaim and cross-claim, seeking to
be permitted to purchase the farm on the same terms offered
to Sandahl.
Cross-Motions for
Summary Judgment
Following discovery, all parties moved for summary judg-
ment. At the hearing on their cross-motions, Jo and Ken argued
that they were not given sufficient notice of the offer. Jo, in
particular, asserted that she did not receive notice by certi-
fied mail. She and Ken also asserted that the letters sent on
March 3, 2021, failed to mention that possession of the farm
was subject to a lease. Sandahl and Norman, in turn, argued
that notice of the offer was properly sent to Jo and Ken, but
that Jo’s and Ken’s notice of intent to exercise their right of
first refusal was defective. Sandahl also argued that there was
no material difference between his initial purchase offer and
his eventual contract with Norman because the price per acre
remained $10,000.
District Court Decision
On February 21, 2022, the district court ruled in favor of Jo
and Ken, finding, as to Jo, that Norman’s notice to her of
Sandahl’s offer was defective and did not effectively trigger
her right of first refusal. As to Ken, the district court similarly
found that while he was notified of the existence of the lease
on March 22, 2021, Sandahl and Norman “effectively termi-
nated his ability” to exercise his right of first refusal by enter-
ing into their agreement for the sale of the farm. In so finding,
the district court reasoned that the lease’s existence was “just
as material as the gross purchase price” and thus had to be
communicated to Jo and Ken as part of the notice of the offer.
The district court also rejected the view that Jo and Ken had a
duty to inquire into the existence of a potential lease.
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SLAMA V. SLAMA
Cite as 313 Neb. 836The district court voided the contract for the farm’s sale
and ordered that Jo and Ken had until 5 p.m. on March 9,
2022, to provide written notice of their intent to exercise their
right of first refusal to Norman. March 9 was more than 14
days after the court issued its order. However, at a hearing on
March 2, Jo’s attorney informed the court that Jo and Ken had
provided the requisite notice to Norman’s counsel on February
22 and that Jo and Ken had executed a purchase agreement
which was being tendered to Norman the day of the hearing.
At that same hearing, the court indicated that the record would
reflect delivery of notice by Jo and Ken.
Sandahl appeals, and although designated as an appellee,
Norman cross-appeals. 1 We moved the matter to our docket on
our own motion.
ASSIGNMENTS OF ERROR
Sandahl assigns 10 errors. Four of those assignments relate
to his motion for summary judgment. He assigns, restated,
that the district court erred in finding that notice of the offer
was defective, rewriting the siblings’ real estate agreement to
require notice of the material terms of the sale, finding that Jo
and Ken had no duty to investigate his offer, and overruling his
motion for summary judgment.
Two other assignments of error by Sandahl pertain to Jo’s
and Ken’s motions for summary judgment. Sandahl assigns,
restated, that the district court erred in finding that there were
no genuine issues of material fact as to Jo’s and Ken’s lack
of knowledge of the lease and entering summary judgment in
their favor.
The remaining four assignments of error by Sandahl per-
tain to the court order regarding Jo’s and Ken’s exercise of
1
See Neb. Ct. R. App. P. § 2-109 (rev. 2022) (where appellee submits brief
purporting to be brief of appellant, which complies with rules regarding
appellant’s brief and does not take issue with errors asserted by appellant,
it is within appellate court’s discretion to treat such brief as brief on
cross-appeal).
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SLAMA V. SLAMA
Cite as 313 Neb. 836their right of first refusal after the contract for the farm’s
sale was voided. Sandahl assigns, restated, that the dis-
trict court erred in failing to strictly construe the option to
purchase the farm—extending the option to purchase the
farm beyond its express provisions and adding to or altering
those provisions—and not requiring that Jo and Ken conform
with the manner of acceptance set forth in the siblings’ real
estate agreement.
Norman similarly assigns, restated, on cross-appeal that the
district court erred in (1) weighing the evidence before it on a
motion for summary judgment and deciding the disputed issues,
rather than determining whether there were genuine issues of
material fact and halting its inquiry there; (2) “impos[ing]
terms of a leasehold tenancy . . . to the right of first refusal and
option agreement”; and (3) rewriting the real estate agreement
when providing for Jo and Ken to exercise their right of first
refusal after the contract was voided.
STANDARD OF REVIEW
[1,2] An appellate court reviews a district court’s grant of
summary judgment de novo, viewing the record in the light
most favorable to the nonmoving party and drawing all rea-
sonable inferences in that party’s favor. 2 An appellate court
affirms a lower court’s grant of summary judgment if the
pleadings and admitted evidence show that there is no genuine
issue as to any material facts or as to the ultimate inferences
that may be drawn from the facts and that the moving party is
entitled to judgment as a matter of law. 3
[3] The meaning of a contract is a question of law, in con-
nection with which an appellate court has an obligation to
reach its conclusions independently of the determinations made
by the court below. 4
2
Jacob v. Nebraska Bd. of Parole, ante p. 109, 982 N.W.2d 815 (2022).
3
Id.4
U.S. Pipeline v. Northern Natural Gas Co., 303 Neb. 444, 930 N.W.2d 460(2019).
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SLAMA V. SLAMA
Cite as 313 Neb. 836ANALYSIS
Whether Notice of Offer Was Defective
and Whether There Was
Duty to Investigate
In the first category of assigned errors, Sandahl and Norman
raise various arguments supporting their view that the contract
for the sale of the farm was valid. Because we find them to
be dispositive, we first address the arguments that the district
court erred in finding that notice of the offer was defective
and that Jo and Ken had no duty to investigate the terms of
Sandahl’s offer. We find no error here, although our reasoning
differs somewhat from that of the district court. 5
[4] As the parties appear to agree that the siblings’ real
estate agreement is a valid contract, we assume, without decid-
ing, that it is such. Accordingly, we construe it as we would
any other contract to give effect to the parties’ intentions at the
time the contract was made. 6 When the terms of a contract are
clear, a court may not resort to rules of construction, and terms
are accorded their plain and ordinary meaning as an ordinary
or reasonable person would understand them. 7 In such a case,
a court shall seek to ascertain the intention of the parties from
the plain language of the contract. 8
Sandahl and Norman argue that the notice that Jo and Ken
received of Sandahl’s offer was sufficient under the terms
of the siblings’ real estate agreement. Sandahl, in particular,
argues that the agreement requires only that an “offer [to
purchase the farm] shall be communicated.” He argues that
the agreement does not prescribe that the notice “include
5
See, e.g., Edwards v. Estate of Clark, ante p. 94, 982 N.W.2d 788 (2022)
(appellate court may affirm lower court’s ruling that reaches correct result,
albeit based on different reasoning).
6
See Baye v. Airlite Plastics Co., 260 Neb. 385, 618 N.W.2d 145 (2000).
7
Simons v. Simons, 312 Neb. 136, 978 N.W.2d 121 (2022).
8
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Cite as 313 Neb. 836material terms of the sale other than what was included in the
offer.” 9 Nor does it “put any obligation on Norm[an] to agree
with Sandahl on any specific terms that were not included
in Sandahl’s offer before providing notice of the offer to his
siblings.” 10 As such, Sandahl and Norman argue that the let-
ters Norman sent to Jo and Ken on March 3, 2021, were not
defective, because they restated the terms of Sandahl’s actual
offer. That offer made no mention of a lease, and as such,
Norman had no obligation to “include any information about
a lease . . . in the notice of the offer sent to his siblings.” 11
We disagree.
[5] The siblings’ real estate agreement contains no defini-
tion of the term “offer.” However, standard definitions of that
term, as well as our decisions regarding contract formation,
make clear that an offer consists of specific terms and that
when those terms change, a new offer results. For example,
Black’s Law Dictionary defines “offer” to mean “a display of
willingness to enter into a contract on specified terms, made
in a way that would lead a reasonable person to understand
that an acceptance, having been sought, will result in a bind-
ing contract.” 12 Our case law similarly holds that to create
a contract, there must be both an offer and an acceptance;
there must also be a meeting of the minds or a binding
mutual understanding between the parties to the contract. 13
Specifically, an enforceable contract requires a meeting of
9
Brief for appellant at 18.
10
Id.11
Id.12
Black’s Law Dictionary 1304 (11th ed. 2019). See, also, Merriam-
Webster’s Collegiate Dictionary 861 (11th ed. 2020) (similar definition).
13
Acklie v. Greater Omaha Packing Co., 306 Neb. 108, 944 N.W.2d 297(2020). Cf. 1836 S Street Ten. v. Estate of B. Battle, 965 A.2d 832, 839
(D.C. 2009) (“[a] valid ‘offer’ must contain all of the material terms of the
bargain, and if such an offer is accepted, the bargain is enforceable even if
the parties never reach agreement on the non-material terms”).
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Cite as 313 Neb. 836the minds “as to the essential terms and conditions of the
proposed contract.” 14
Accordingly, we have found that when the conditions of
the offer are varied or supplemented, it is a new offer (often
described as a counteroffer, if made by the offeree). 15 New
offers are also “offers” for purposes of the siblings’ real
estate agreement. As such, we reject Sandahl’s and Norman’s
argument that the term “offer” meant Sandahl’s initial offer,
as well as their apparent suggestion that they could change
the essential terms of their bargain without any notice to Jo
and Ken.
In the present case, it is undisputed that Sandahl’s initial
offer, described in the March 3, 2021, letters to Jo and Ken,
did not provide that possession of the farm was subject to a
lease. That makes sense. While Sandahl had previously leased
the farm, he would have had no need to do so after purchasing
it. However, subsequently, Norman and/or Sandahl apparently
decided to include provisions ensuring that Sandahl could con-
tinue to lease the farm if it were sold to Jo and Ken.
Sandahl does not appear to argue on appeal that the exis-
tence of the lease was not a material term of the farm’s sale;
at least, he does not assign that the district court erred in
finding that the lease’s existence was “just as material as the
gross purchase price.” Norman does assign that the trial court
erred in “impos[ing] terms of a leasehold tenancy . . . to the
right of first refusal and option agreement.” However, we
understand the substance of Norman’s argument here to be
that the terms of the lease are separate from those of Jo’s and
Ken’s option to purchase the farm. We also note that the right
to possession is one of the primary incidents of ownership
14
Gibbons Ranches v. Bailey, 289 Neb. 949, 954, 857 N.W.2d 808, 813
(2015).
15
See, e.g., Logan Ranch v. Farm Credit Bank, 238 Neb. 814, 472 N.W.2d
704 (1991).
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Cite as 313 Neb. 836in fee simple. 16 As such, once a term providing that posses-
sion of the farm was subject to a lease was added to Sandahl
and Norman’s agreement, there was a new offer, which was
required to be communicated to Jo and Ken under the terms of
the siblings’ real estate agreement.
Ken was effectively notified of the new offer on March 22,
2021, when he was given the purchase agreement. However,
as the district court found, Sandahl and Norman did not allow
Ken 14 days to determine whether he wanted to exercise his
right of first refusal to purchase the farm on the new terms, as
was required under the siblings’ real estate agreement, before
entering into their own contract for the farm’s sale. As to Jo,
there is no evidence in the record that Norman ever informed
her that the sale was subject to a lease before entering the con-
tract with Sandahl. Norman argues on appeal that Jo should be
inferred to have had knowledge of the lease as of March 22,
because of her conversations with Ken. However, even assum-
ing that she were to be credited with such knowledge, her
situation would still be like Ken’s in that Sandahl and Norman
entered into their contract for the sale of the farm within 14
days of March 22. Accordingly, the district court did not err
in finding that the notice of Sandahl’s offer presented to Jo
and Ken was insufficient under the terms of the siblings’ real
estate agreement.
Sandahl’s argument that Jo and Ken had a duty, upon
receiving notice of his offer, to investigate “the exact terms
of a potential purchase agreement” is similarly unavailing. 17
16
Cast v. National Bank of Commerce T. & S. Assn., 185 Neb. 358, 176
N.W.2d 29 (1970) (White, C.J., dissenting), withdrawn and superseded
on rehearing on other grounds 186 Neb. 385, 183 N.W.2d 485 (1971).
See, also, Strode v. City of Ashland, 295 Neb. 44, 62-63, 886 N.W.2d 293,
307 (2016) (“‘“‘[t]he right to full and free use and enjoyment of one’s
property in a manner and for such purposes as the owner may choose, so
long as it is not for the maintenance of a nuisance or injurious to others, is
a privilege protected by law.’”’”).
17
Brief for appellant at 23.
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Cite as 313 Neb. 836In support of that argument, Sandahl cites opinions from
other jurisdictions holding that once the offer is reasonably
disclosed, the onus is on the person holding the right of first
refusal to make a reasonable investigation regarding any terms
that are unclear. 18 However, we find those cases to be distin-
guishable because none of them alleged a failure to disclose a
new offer.
For example, in Koch Industries, Inc. v. Sun Co., Inc., 19 the
rightholder had a copy of the proposed purchase agreement,
which consisted of 43 pages with 12 exhibits, but nonetheless
claimed that its notice of the offer was insufficient because
it lacked certain information. The U.S. Court of Appeals for
the Fifth Circuit, applying Texas law, disagreed, finding that
the rightholder actually had all but “one bit of information”
that it claimed to lack and that it could have inquired about
that detail. 20
Whether There Was Genuine Issue
of Material Fact as to
Knowledge of Lease
In the second category of assigned errors, Sandahl and
Norman argue that the district court erred in granting summary
judgment to Jo and Ken because there were genuine issues of
material fact as to whether Jo and Ken knew that the farm’s
sale was subject to a lease. Sandahl, in particular, claims that
the district court incorrectly stated that there was nothing in
the record to indicate that Ken was aware of the lease prior
to March 22, 2021, or that Jo was aware of the lease prior
18
Cf., Koch Industries, Inc. v. Sun Co., Inc., 918 F.2d 1203 (5th Cir. 1990);
Roeland v. Trucano, 214 P.3d 343 (Alaska 2009); Van Dam v. Spickler, 968
A.2d 1040 (Me. 2009); Dyrdal v. Golden Nuggets, Inc., 689 N.W.2d 779(Minn. 2004); Town of Sudbury v. Scott, 439 Mass. 288, 787 N.E.2d 536(2003); John D. Stump v. Cunningham Mem. Park, 187 W. Va. 438, 419
S.E.2d 699 (1992).
19
Koch Industries, Inc., supra note 18.
20
Id., 918 F.2d at 1213.
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Cite as 313 Neb. 836to the sale. Instead, Sandahl asserts, there was evidence that Jo
and Ken knew that Norman had stopped farming and leased the
farm to Sandahl. Jo and Ken take the opposite view.
[6-8] Summary judgment is proper when the pleadings and
evidence admitted at the hearing disclose no genuine issue
regarding any material fact or the ultimate inferences that may
be drawn from those facts and that the moving party is entitled
to judgment as a matter of law. 21 Not all issues of fact pre-
clude summary judgment, but only those that are material. 22
In the summary judgment context, a fact is material only if it
would affect the outcome of the case. 23
For example, in Strode v. City of Ashland, 24 we affirmed
summary judgment in favor of the defendants on inverse con-
demnation and takings claims arising from zoning regulations
and load limits on a bridge. The plaintiffs argued that summary
judgment was inappropriate because there were genuine issues
of material fact as to whether the county was authorized to
enforce the zoning regulations and whether the city or county
had authority over the bridge. 25 We disagreed, finding that the
disputed facts did not affect the outcome of the case, because
the challenged actions did not amount to a taking of prop-
erty. 26 We took a similar approach in Amanda C. v. Case, 27
finding that the allegedly disputed facts regarding whether
the plaintiff would have reconciled with her natural father
if the defendant had not encouraged him to relinquish his
parental rights would not have affected the outcome because
21
See North Star Mut. Ins. Co. v. Miller, 311 Neb. 941, 977 N.W.2d 195(2022).
22
State Farm Fire & Cas. Co. v. Dantzler, 289 Neb. 1, 852 N.W.2d 918(2014).
23
Jacob, supra note 2.
24
Strode, supra note 16.
25
See id.26
See id.27
Amanda C. v. Case, 275 Neb. 757, 749 N.W.2d 429 (2008).
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Cite as 313 Neb. 836the substance of the plaintiff’s claim was that relinquishment,
per se, harmed her.
Here, as in Strode and Amanda C., Sandahl and Norman
allege that there are disputed facts. However, also as in Strode
and Amanda C., those facts are not material. Sandahl’s and
Norman’s arguments apparently concern Jo’s and Ken’s knowl-
edge of whether the farm was leased, and not whether the sale
of the farm was subject to a lease. Moreover, Jo’s and Ken’s
alleged knowledge of the lease did not affect the outcome of
the case, because the district court properly found that Jo and
Ken did not receive sufficient notice of the offer under the sib-
lings’ real estate agreement.
Court Order Regarding Jo and
Ken’s Exercise of Right
of First Refusal
In the third and final category of assigned errors, Sandahl
and Norman argue that the district court improperly rewrote
the siblings’ real estate agreement when it provided for Jo and
Ken to exercise their right of first refusal after the contract
for the farm’s sale was voided. They observe that the siblings’
agreement gave Jo and Ken 14 days to provide written notice,
while the court gave Jo and Ken 16 days. Sandahl and Norman
similarly observe that the siblings’ agreement required that
written notice be sent by certified mail, while the court did
not. Sandahl and Norman assert that by altering the terms
of the siblings’ agreement in these ways, the district court
improperly failed to strictly construe the option and extended
it beyond its express provisions, contrary to our decision in
State Securities Co. v. Daringer 28 and related cases. Relatedly,
they assert that the district court improperly failed to require
the holders of the right of first refusal to conform with the
specified manner of acceptance, contrary to our decision in
Arnold v. Walz. 29
28
State Securities Co. v. Daringer, 206 Neb. 427, 293 N.W.2d 102 (1980).
29
Arnold v. Walz, 306 Neb. 179, 944 N.W.2d 747 (2020).
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Cite as 313 Neb. 836Jo and Ken, in turn, primarily argue that the district court’s
order was within its equitable powers in an action seeking
specific performance. They cite Strunk v. Chromy-Strunk 30 for
the proposition that courts of equity are not always restricted
to the same rules as courts of laws. Jo similarly cites City of
Beatrice v. Goodenkauf 31 and State on behalf of Lockwood
v. Laue 32 for the proposition that an action in equity vests a
trial court with broad powers authorizing any judgment under
the pleadings.
[9] We need not resolve the various issues raised here. As
we have stated, error without prejudice provides no ground
for relief on appeal. 33 For example, in Lamar Co. v. Omaha
Zoning Bd. of Appeals, 34 we concluded that the district court
erred in allowing two businesses to intervene on appeal of the
agency’s decision. Nonetheless, we found that no prejudice
resulted, because the intervenors offered no evidence at the
court hearing and their argument was essentially the same as
the agency’s. 35 Similarly, in In re Interest of D.L.S., 36 we con-
cluded that the district court improperly allowed hearsay evi-
dence. But we found that no prejudice resulted because there
was other evidence that the child suffered a skull fracture and
that the mother had been an inadequate parent. 37
Even assuming, without deciding, that the district court
should have required Jo and Ken to conform to the require-
ments of the siblings’ real estate agreement when providing
30
Strunk v. Chromy-Strunk, 270 Neb. 917, 708 N.W.2d 821 (2006).
31
City of Beatrice v. Goodenkauf, 219 Neb. 756, 366 N.W.2d 411 (1985).
32
State on behalf of Lockwood v. Laue, 24 Neb. App. 909, 900 N.W.2d 582(2017).
33
In re Estate of Clinger, 292 Neb. 237, 872 N.W.2d 37 (2015).
34
Lamar Co. v. Omaha Zoning Bd. of Appeals, 271 Neb. 473, 713 N.W.2d
406 (2006).
35
Id.36
In re Interest of D.L.S., 230 Neb. 435, 432 N.W.2d 31 (1988).
37
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Cite as 313 Neb. 836notice of their intent to exercise their right of first refusal
after the contract for the farm’s sale was voided, Sandahl and
Norman did not suffer any prejudice as a result. The record
shows that Norman received notice from Jo and Ken no
later than March 2, 2022. As such, the fact that the district
court effectively gave Jo and Ken 16 days to provide notice,
while the siblings’ real estate agreement gave them 14 days,
is immaterial.
The same is true of the different provisions for sending
and receiving notice in the siblings’ agreement and the court’s
order. The siblings’ agreement required written notice by certi-
fied mail, while the court order did not. However, the record
indicates that Jo and Ken exercised their right of first refusal
by tendering to Norman an executed purchase agreement at
the court hearing on March 2, 2022. As such, it is immaterial
that Norman did not receive Jo’s and Ken’s notices by certi-
fied mail.
CONCLUSION
Sandahl’s and Norman’s arguments that the district court
erred in voiding the contract to sell the farm and allowing Jo
and Ken to exercise their right of first refusal to purchase it
are without merit. Accordingly, we affirm the decision of the
district court.
Affirmed.