The Supreme Court of Minnesota heard an appeal from defendants Vikings II, Inc. and other shareholders regarding a district court ruling that found neither a 1984 nor 1977 agreement created an enforceable right of first refusal for plaintiff Max Winter and his daughters to sell their voting stock in Vikings II, Inc. The Supreme Court affirmed the district court's ruling, finding that the 1984 agreement lacked the mutual assent required to form a valid contract and that a majority vote of trustees was needed for the Boyer trusts to enter the 1977 agreement.

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IN THE SUPREME COURT OF MINNESOTA
Winter et al * 404 N.W.2d 786 Minn. 1987)
Plaintiff * Filed: April 17th, 1987
v. * Precedential Status: Precedential
Skoglund et al *
Defendant * Citations: 404 N.W.2d 786
* Docket Number: C5-86-637, C7-86-848
* Rehearing Denied April 17, 1987
*
BRIEF 2
I. PROCEDURAL HISTORY
Max Winter, his three daughters, and PJ Acquisition Corporation brought a
declaratory judgment action to establish the invalidity of a March 21, 1984, instrument,
which purported to subject Winter's Class B voting stock of Vikings II, Inc., to a right of
first refusal. The defendants, Vikings II, Inc., and the other holders of legal or
beneficial interests in Vikings II, Inc., Class B voting stock, counterclaimed. They sought
specific enforcement of the rights of first refusal purportedly provided in both the March
21, 1984, instrument and in a December 1977, instrument.

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In a bifurcated trial, the district court, sitting without a jury, found that neither the 1984 nor the
1977 instrument created an enforceable right of first refusal and, therefore, concluded that
Winter and his daughters could sell their Vikings II stock to PJ Acquisition Corporation without
first offering it to either the corporation or the other holders of voting stock. The defendants'
post-trial motions were denied, and judgment was entered pursuant to Minn.R. Civ.P. 54.02. The
defendants appealed, and this court granted accelerated review.
II. ISSUE
a. Did either the 1984 or the 1977 instrument subject Winter's voting shares of Vikings II to a
right of first refusal?
III. HOLDING
a. The court's conclusion, however, was not that the contract was unenforceable because of
lack of mutuality of obligation but rather that because of the absence of the mutual assent
essential to form a contract, there was no contract for a right of first refusal made on
March 21, 1984. Because no contract was formed, there were no mutual obligations.
b. The trial court found as fact that the purpose of the March 21, 1984, agreement, "to
provide for rights of first refusal in the event any of the holders of voting stock of
Vikings II, Inc. desire to sell, transfer or otherwise dispose of all or any of their shares of
voting stock of Vikings II, Inc.," could not be achieved unless all of the holders of voting
shares were bound by the agreement.

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c. The trial court found that a majority vote of the trustees was required for entry of the
Boyer trusts into the 1977 agreement.
IV. CONCLUSION
AFFIRMED