Brundage-Bone Concrete Pumping, Inc. v. Concord Commercial Division of HSBC Business Loans, Inc.

MEMORANDUM **

The district court correctly determined that no loan contract was formed between Brundage-Bone Concrete Pumping, Inc. (“Brundage-Bone”) and Concord Commercial Division of HSBC Business Loans, Inc. (“Concord”). The parties never had a meeting of the minds as to a material term of the contract- — how the collateral would be valued. Although Brundage-Bone requested that the loan officer delete “quick sale” value from the definition of “wholesale value,” the parties never agreed upon an alternate definition of the term. Brundage-Bone points to correspondence in which the loan officer allegedly “confirmed” that his understanding of wholesale value was the same as Brundage-Bone’s. These “confirmations,” however, occurred much later in the negotiation process and were consistent with the loan officer’s testimony that Brundage-B one’s desire to use dealer cost was not discussed at the loan proposal stage and did not become apparent until late November. In any event, it is clear that Brundage-Bone’s understanding of the term “wholesale value” was never communicated to anyone with loan approval authority at Concord.

“[T]he existence of mutual assent or a meeting of the minds…