Galpin v. Cantina Holdings

Citations

• 2026 ND 54

Syllabus

A district court judgment awarding an earnest money deposit to the seller and dismissing the buyers' counterclaims for declaratory judgment, breach of contract, unjust enrichment, and conversion is affirmed. Several contracts relating to the same matters between the same parties and made as parts of substantially one transaction are to be taken together. N.D.C.C. § 9-07-07. When part of a contract is drafted under the special directions of the parties and the remainder is copied from a standard form, the specially drafted part controls over the standard form language; if the two are absolutely repugnant, the form language must be disregarded. N.D.C.C. § 9-07-16. When a contract contains conflicting provisions, the resulting uncertainty is construed against the party who drafted the contract. N.D.C.C. § 9-07-19. The later-in-time principle, under which inconsistent provisions in a later contract supersede those in an earlier contract, does not apply where the earlier agreement is expressly incorporated into the later one. An argument that a party breached the obligation of good faith during contractfor-deed negotiations does not affect the disposition of earnest money that had already become non-refundable before the allegedly objectionable conduct occurred.