Opinion:Parisa v. John E. Barbre Trust, 2021 OK CIV APP 36 
Subject matter:Validity and alleged breach of Assignment of Lease Agreement
Date Decided:August 30, 2021
Trial Court:District Court of Tulsa County; Judge Cantrell
Route to this Court:Summary Judgment granted to Trust; Parisa, Inc. and its principal appealed; case assigned to Division I of the Court of Civil Appeals
Facts:This case involves an alleged breach of an Assumption of Lease Agreement stemming from a judicial ruling in a prior condemnation action. In the prior condemnation action, the City of Tulsa secured a final order of condemnation concerning the property at issue here, during which the court there found that a non-party to this case held a leasehold interest that was superior to the interest claimed by Morad and awarded the non-party the sum of $330,000.00 for the value of improvements to the property. Morad then filed a fraud claim against the Trust, but ran afoul of the two year statute of limitations. He later filed an Amended Petition to assert claims for breach of contract, promissory estoppel and breach of warranties. The trial court here granted summary judgment to the Trust and found that Morad’s claims sound in fraud, not contract, and in any event, plaintiff cannot show anything more than speculative damages, which is prohibited.
Standard of Review:De novo.
Analysis:Whether there was a meeting of minds with respect to the formation of an enforceable contract between the Trust and Morad is a disputed issue of fact that precludes the entry of summary judgment for the Trust. The law is clear that, in order to have a valid contract, there must be mutual consent — i.e., a meeting of the minds. When there is a mutual mistake of fact as to a material element of the contract, a meeting of the minds is absent. When a contract is executed under a mutual mistake of fact, a court can rescind the contract and restore the parties to the same positions as when the contract was executed. The issue of breach of the Assumption of Lease Agreement is inextricably intertwined with the issue of enforceability of the agreement. Consequently, both issues (i.e., the issues of enforceability and breach) are disputed facts, the resolution of which must be resolved by the trier of fact at trial. Damages were also highly contested and should be determined by the trier of fact. The fatal flaw with Morad’s promissory estoppel claim is that, because there was a written agreement between Morad and the Trust, Morad may not claim any rights under a promissory estoppel theory that he did not possess under the 2001 Assumption of Lease.
Outcome:Affirmed in part; reversed in part; remanded for further proceedings. 
Vote:Prince, J. (author); Goree, P.J., and Mitchell, J., concur. 
Other: No cert. pet. filed.