George Hadrich, et al., Appellants,

This opinion is nonprecedential except as provided by
Minn. R. Civ. App. P. 136.01, subd. 1(c).

STATE OF MINNESOTA
IN COURT OF APPEALS
A22-0061

George Hadrich, et al.,
Appellants,

vs.

Sylvester Geise, et al.,
Respondents.

Filed August 1, 2022
Affirmed
Wheelock, Judge

Stearns County District Court
File No. 73-CV-21-209

Gordon H. Hansmeier, Matthew W. Moehrle, Rajkowski Hansmeier Ltd., St. Cloud,
Minnesota (for appellants)

Gerald Von Korff, Rinke Noonan, St. Cloud, Minnesota (for respondents)

Considered and decided by Jesson, Presiding Judge; Wheelock, Judge; a nd Cleary,
Judge.
*
NONPRECEDENTIAL OPINION
WHEELOCK, Judge
Appellant-sellers appeal from the summary -judgment dismissal of the ir complaint
seeking to void an option contract with respondent -buyers. Appellants argue that there is

* Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to
Minn. Const. art. VI, § 10.
2
a genuine issue of material fact as to whether adequate consideration supports the option
contract, precluding summary judgment . We affirm.
FACTS
In July 2012, appellants George Hadrich, et al. (the Hadriches ), and respondents
Sylvester Geise, et al. (the Geises ), executed an option- to-purchase contract for the
Hadriches’ farmland that set a specified purchase price for the property . The option
contract provided that “[i]n recognition of consideration in the form of the installation of
tiling upon the option property at a significant discount , performed by [the Geises] . . . ,
[the] Geises are hereby given and granted the exclusive option to purchase the real property
of the [Hadriches].” The parties signed and notarized the contract, and it was recorded in
August 2012.
In January 2021, the Hadriches sought a declaratory judgment from the district court
that the option contra ct was void . The Hadriches alleged that the contract was invalid
because it did not include an end date to purchase the land and was supported by “limited
consideration.”1 The Geises moved the district court for summary judgment , seeking
dismissal of the Hadriches’ claims.
Both the Geises and Hadriches furnished invoices for the tiling that the Geises
provided to the Hadriches and other clients in the fall of 2011. T he invoices show that the
Geises provided tiling work to the Hadriches at a roughly 50% discount. Relying on the

1 The district court construed the Geises’ limited -consideration argument as an argument
that the option contract lacked adequate consideration .
3
option contract’s language and the invoices, the district court granted the Geises’
summary-judgment motion.
The Hadriches appeal.
DECISION
The Hadriches challenge only the district court’s grant of summary judgment on
their inadequate- consideration claim. 2 The Hadriches contend that genuine issues of
material fact exist regarding whether the option contract is supported by adequate
consideration because there is insufficient evidence that the Geises gave them a discount ,
or, alternatively, because the discount was not “significant.”
We review de novo the district court’s grant of summary judgment and will reverse
if the record contains a genuine issue of material fact or if the district court erred in applying
the law. Montemayor v. Sebright Prods., Inc., 898 N.W.2d 623, 628 (Minn. 2017). We
construe the facts in favor of the party against whom the district court entered summary
judgment. Minn. Laborers Health & Welfare Fund v. Granite Re, Inc., 844 N.W.2d 509,
513 (Minn. 2014). The nonmoving party cannot rely on denials or general averments to
defeat a summary -judgment motion. Southcross Com. Ctr., LLP v. Tupy Props., LLC ,
766 N.W.2d 704, 707 (Minn. App. 2009). Instead, the party must offer sp ecific facts
showing that there is a triable issue. Id.

2 The Hadriches do not challenge the district court’s determination that the option contract
has an end date. We therefore do not address the Geises’ arguments in their brief relating
to the end date of the option contract.
4
An option to purchase land is enforceable only if the purchaser provides valuable or
legal consideration separate from the promise to pay the purchase price; without such
consideration, the agreement is not enforceable. See Country Club Oil Co. v. Lee ,
58 N.W.2d 247, 250 (Minn. 1953) (determining that $100 was adequate consideration
when it was paid for the option even though it was to be applied to the purchase price) . If
valuable consideration is provided for the option to purchase property, the option is binding
and enforceable during the period stipulated in the option contract. Morrison v. Johnson, 181 N.W. 945, 946 (Minn. 1921). “Consideration may consist of either a benefit accruing
to a party or a detriment suffered by another party.” Kielley v. Kielley, 674 N.W.2d 770,
777 (Minn. App. 2004) (quotation omitted). Whether a contract is supported by sufficient
consideration is a question of law that we review de novo . Concordia Coll. Corp. v.
Salvation Army , 470 N.W.2d 542, 546 (Minn. App. 1991), rev. denied (Minn. Aug. 2,
1991).
The option contract here explicitly stated that the tiling installed by the Geis es at a
“significant discount” was consideration for the option to purchase the real property. The
Hadriches do not dispute that they received tiling work in August and September 2011.
They dispute only whether the tiling work was done at a discount beca use (1) the invoices
do not describe the charged rates as discounted, (2) the Geises did not calculate the discount
until after the litigation started, and (3) the Geises failed to provide physical copies of any
documents showing their standard rate for tiling in 2011.
The undisputed evidence, however, reflects that the Hadriches received a discount.
The invoices show that the Geises charged the Hadriches $0. 55 per foot for four -foot tile,
5
$0.75 per foot for five-foot tile, and $1.05 per foot for six-foot tile. The Geises also charged
the Hadriches $110 per hour for excavation labor. For two customers during the same
period, the Geises charged $1.10 per foot for four-foot tile, $1.35 per foot for five-foot tile,
$1.65 per foot for six- foot tile, and $145 per hour for excavation labor. Based on the
invoices, the Hadriches received a discount of nearly 50% on the tiling work. Moreover,
the record includes uncontroverted testimony that the Geises wrote off additional charges
for the labor involved in the tiling work. The Hadriches point to no record evidence
contesting that they received the tiling work at a 50% discount. Instead, they argue that
the invoices are “unreliable at best because they have been altered to hide the identities of
[other] customers.” That argument is speculative because it is unsupported by any
evidence and thus does not create a genuine issue of material fact. See Southcross Com.
Ctr., 766 N.W.2d at 707 (providing that a general averment cannot overcome a
summary-judgment motion).
Although there is no documentation of the discount dating to the work itself, and
the option contract does not specify the discount , the uncontroverted evidence shows that
the Hadriches received a discount. Because the discount was a benefit th at accrued to the
Hadriches, it is sufficient consideration. See Kielley, 674 N.W.2d at 777. The Hadriches
nonetheless ask us to reexamine the adequacy of the consideration because, they argue,
even if they did receive a discount, the term “significant discount” is ambiguous and
therefore creates a triable issue of fact. We are not persuaded.
In Minnesota, the reviewing court “ will not examine the adequacy of consideration
as long as something of value has passed between the parties.” C & D Invs. v. Be audoin,
6
364 N.W.2d 850, 853 (Minn. App. 1985), rev. denied (Minn. June 14, 1985). And here,
the evidence indisputably establishes that the Hadriches received a discount, which is
something of value. Nor is there any evidence suggesting that the term “significant
discount” is ambiguous because it refers to tiling work that the Geises had completed 11
months before the parties entered into the option contract . The Hadriches drafted and
signed the option contract recognizing that the tiling work completed was at a “significant
discount.” In so doing, the Hadriches decided that the discounted tiling work was adequate
consideration, and we decline to reexamine that decision. Id.
We therefore conclude that the record provides an ample basis for the district court’s
determination that there is no genuine issue of material fact as to whether the Hadriches
received a discount as consideration supporting the option contract.
Affirmed.