PER CURIAM.
Following a jury trial, plaintiffs were awarded $746,000 on their claim of breach of contract against defendant. Defendant appeals as of right, asserting that the trial court erred in failing to dismiss plaintiffs' complaint against defendant because the parties' letter of intent regarding defendant's future lease of plaintiffs' commercial property did not satisfy the statute of frauds, MCL 566.108; MSA 26.908. We agree and reverse the judgment.
The facts here are largely undisputed. Plaintiffs and defendant negotiated for defendant to lease a new commercial warehouse and properties that plaintiffs were developing. During the course of negotiations, plaintiffs sent three different letters of intent to defendant. These letters of intent stated, among other things, that the parties agreed
Moreover, on cross-examination, plaintiff Mariann Zander conceded that she and her husband must not have signed the copy of LI-2 that she faxed to Matano because the faxed LI-2 found in Matano's file was unsigned. Also, in the fax cover sheet, Mariann Zander asked Matano to call her after he reviewed her changes to the document, not to sign and fax back the LI-2. Additionally, she subsequently sent to Matano the original of LI-2 that bore plaintiffs' signatures. At the top of this document, plaintiffs wrote "please return this copy after signature & witness." Neither Matano nor any other representative of defendant signed or returned this original. Finally, some time later, plaintiffs drafted and sent a third letter of intent to Matano (LI-3). Plaintiffs admitted that Matano never signed LI-3, however. On the basis of this testimony, the jury found that a contract existed, that defendant breached the contract, and that plaintiffs were entitled to damages for loss of rent and liquidated damages for improvements they made to the property.
This Court reviews de novo questions of law such as whether the statute of frauds bars enforcement of a purported contract. See, e.g., Cardinal Mooney High School v Michigan High School Athletic Ass'n, 437 Mich. 75, 80; 467 N.W.2d 21 (1991); see also Jim-Bob, Inc v Mehling, 178 Mich.App. 71, 80-81; 443 N.W.2d 451 (1989). While defendant raises several issues on appeal, the potentially dispositive issue is whether the trial court erred in failing to grant defendant's motion for a directed verdict or JNOV based upon the statute of frauds defense. In reviewing a trial court's grant or denial of these motions, we examine the testimony and all legitimate inferences that may be drawn in a light most favorable to the plaintiff. Matras v Amoco Oil Co, 424 Mich. 675, 681-682; 385 N.W.2d 586 (1986); Thorin v Bloomfield Hills Bd of Ed, 203 Mich.App. 692, 696; 513 N.W.2d 230 (1994). If reasonable jurors could honestly have reached different conclusions, neither the trial court nor this Court may substitute its judgment for that of the jury. Thorin, supra; Jim-Bob, Inc, supra at 85-86. "If, on the other hand, the evidence is insufficient to establish a prima facie case, then the motion should be granted, since reasonable persons would agree that there is an essential failure of proof." Reisman v Regents of Wayne State Univ, 188 Mich.App. 526, 538; 470 N.W.2d 678 (1991).
Here, we believe that the evidence was insufficient to establish a prima facie case of breach of contract because the statute of frauds precluded plaintiffs from enforcing LI-2. According to the
See also MCL 566.132(1)(a); MSA 26.922(1)(a), which states in pertinent part:
A letter of intent may be characterized as an agreement to agree at a later date and is as valid as any other contract. Opdyke Investment Co v Norris Grain Co, 413 Mich. 354, 359-360; 320 N.W.2d 836 (1982); Pine-Wood Ltd v Detroit Mortgage & Realty Co, 95 Mich.App. 85, 89; 290 N.W.2d 86 (1980); American Town Center v Hall 83 Associates, 912 F.2d 104, 107-109 (CA 6, 1990). Because LI-2 would be a written agreement to enter into a lease with respect to plaintiffs' commercial property for a period longer than one year, the statute of frauds applies to this case. Under either MCL 566.108; MSA 26.908 or MCL 566.132(1)(a); MSA 26.922(1)(a), therefore, LI-2 would be void if it were
We have found no Michigan cases that are factually on point. Defendant relies, however, on the decision in Weinsier v Soffer, 358 So.2d 61, 62-63 (Fla App, 1978), where the Florida Court of Appeals reversed the trial court's decision for the plaintiff, whose testimony provided the only proof that the defendants had signed an investment agreement that was subsequently destroyed in a fire. The defendants denied that the agreement existed and asserted the statute of frauds as a defense. In holding that the statute of frauds applied to the claimed contract and that sufficient evidence did not exist to avoid the statute's application, the Weinsier court held as follows:
It is well-established in Michigan that extrinsic
In the case at bar, the only evidence that plaintiffs presented at trial with respect to this issue was plaintiff Mariann Zander's testimony that she saw a faxed copy of LI-2 containing Matano's signature.
Thus, even after construing the evidence in a light most favorable to plaintiffs, we believe that the record does not contain the clear and convincing evidence requisite to avoid the application of the statute of frauds. We, like the Weinsier court, will not permit plaintiffs to defeat the purpose and intent of this statute solely on the basis of their own self-serving testimony. Id.
Moreover, plaintiffs cannot avoid the statute's effect by claiming that defendant partially performed the agreement. Where the contract cannot be performed within one year, partial performance fails to negate the statute's writing or signature requirements. See Dumas v Auto Club Ins Ass'n, 437 Mich. 521, 540-541; 473 N.W.2d 652 (1991); Kamalnath v Mercy Memorial Hosp Corp, 194 Mich.App. 543, 550; 487 N.W.2d 499 (1992) (relying on MCL 566.132[1][a]; MSA 26.922[1][a]).
Accordingly, even after construing the evidence adduced at trial and all legitimate inferences drawn therefrom in a light most favorable to plaintiffs, we find that reasonable minds could not differ because plaintiffs failed to establish that LI-2 satisfied the statute of frauds. American Town Center, supra; Weinsier, supra. The trial court erred, therefore, in refusing to grant defendant's motions for a directed verdict or JNOV. See Jim-Bob, Inc, supra at 85.
Our resolution of this issue makes it unnecessary
Reversed and remanded to the trial court for proceedings consistent with this Court's opinion. We do not retain jurisdiction.
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