Boundary Lines Re-Drawn: Juliuson v. Johnson and the Limits of Good-Faith Claims Beyond Insurance Contracts

Introduction

In Juliuson v. Johnson, 2025 ND 139, the North Dakota Supreme Court issued a far-reaching decision touching three fertile areas of contract doctrine: (1) the renewal of agricultural leases containing an option “on terms to be agreed,” (2) the scope of the implied covenant of good faith and fair dealing, and (3) the availability of tort remedies—particularly deceit—arising from the same conduct that allegedly breaches a contract. After four decades of tenancy, farmer-tenant Alan Juliuson asked the Court to set aside a jury verdict in favor of his landlords (“Johnson”), undo the sale of the land to Bjerke Holdings, and expand North Dakota law to allow independent tort claims for bad-faith dealing and deceit in ordinary commercial contracts. The Court declined, affirming all adverse trial rulings and tightening the doctrinal fence lines around contract-based litigation in the State.

Summary of the Judgment

• Denial of Rule 50 Motions (Tenant’s side): The Court upheld the trial judge’s refusal to grant judgment as a matter of law for Juliuson on (i) renewal of the lease and (ii) the right of first refusal. Conflicting evidence was properly submitted to the jury, which found no breach.
• Grant of Rule 50 Motions (Landlords’ side): Johnson’s motions were correctly granted, removing from the jury the tenant’s claims for (i) breach of the implied covenant of good faith and fair dealing and (ii) deceit. North Dakota still confines tort-based “bad faith” to insurance contracts, and deceit cannot ride piggy-back on a breach of contract without independent tortious conduct.
• Specific Performance: Because the jury found no breach, equitable relief compelling a land transfer was unavailable; the district court did not abuse its discretion in denying it.
• Ultimate Outcome: All of Juliuson’s claims were dismissed with prejudice, the jury verdict was left undisturbed, and the sale to Bjerke stands.

Analysis

1. Precedents Cited & Their Influence

1. Drees Farming Ass’n v. Thompson, 246 N.W.2d 883 (N.D. 1976) — held that, in an option to renew “on terms to be agreed,” the only term open to negotiation is rent; other conditions cannot be altered in bad faith. Juliuson relied heavily on this case to argue that Johnson’s inclusion of new terms (higher rent, loss of first-refusal rights) was per se bad faith.
   → The Court distinguished Drees because (a) the jury was instructed on waiver, and (b) evidence showed Juliuson either waived or rejected the offer, creating fact questions rightly resolved by the jury.
2. Hughes Realty Co. v. Breitbach, 98 N.W.2d 374 (N.D. 1959) — acknowledged same-rent presumption unless parties agree otherwise. Again, distinguished on the factual ground that the tenant here did not accept the offered rent, leaving no automatic renewal.
3. Ehrman v. Feist, 1997 ND 180, 568 N.W.2d 747 — permits judicial determination of “reasonable price” when parties agree to agree. Unhelpful to Juliuson because the jury found he never reached the “agree to agree” stage.
4. Bad-faith & Tort Cases:
   • Smith v. Am. Family Mut. Ins. Co., 294 N.W.2d 751 (N.D. 1980) – genesis of tort bad-faith in insurance.
   • Dalan v. Paracelsus Healthcare Corp., 2002 ND 46, 640 N.W.2d 726 – expressly limited bad-faith tort to insurance.
   • Cavendish Farms v. Mathiason Farms, 2010 ND 236, 792 N.W.2d 500 – re-affirmed the limitation.
   • Pioneer Fuels v. MDU, 474 N.W.2d 706 (N.D. 1991) – punitive damages and independent tort requirement.
   → Collectively, these authorities foreclosed Juliuson’s attempt to plead a tortious breach of good faith in a farming lease context.

2. Legal Reasoning

The Court’s reasoning can be grouped into four pillars:

1. Standard of Appellate Review
   • On sufficiency of evidence: the Court views the record in the light most favorable to the verdict and will reverse only if “perverse and clearly contrary to the evidence.”
   • On Rule 50 denials: judgment as a matter of law is warranted only if evidence leads to one conclusion about which reasonable minds cannot differ. Here, conflicting testimony on waiver and acceptance required jury resolution.
2. Waiver and Option to Renew
   Evidence showed: (a) an October 2021 email purporting to renew, (b) a November 2021 counter-offer with higher rent and loss of first-refusal right, (c) tenant’s silence, and (d) his later attempt to buy the land. Under N.D.C.C. § 9-03-20, performance (e.g., tilling) can equal acceptance; but silence plus an inconsistent purchase offer could just as plausibly equal waiver. The jury chose waiver.
3. Implied Covenant of Good Faith and Fair Dealing
   The Court reiterated a bright-line rule: outside insurance, North Dakota recognizes no independent tort for bad faith. Any covenant of good faith operates within the contract claim and cannot yield separate damages.
4. Deceit & Independent Tort Requirement
   Deceit (fraud) must rest on conduct separate and distinct from the alleged breach. Because the “suppressed facts” were simply a failure to comply with the contract’s notice terms, the claim collapsed into the contract action. Without independent damages, the deceit count could not reach the jury.

3. Impact of the Decision

• Contract Drafting in Agriculture: Landlords now have appellate confirmation that negotiating higher rent or modified terms at renewal does not by itself constitute bad faith, provided the tenant retains the power to accept or reject. Tenants, conversely, must respond unequivocally; silence risks waiver.
• Tort Expansion Halted: Litigants cannot rebrand breach-of-contract conduct as “deceit” or “bad faith” for punitive or extra-contractual damages in non-insurance settings, absent distinct tortious behavior.
• Equitable Relief Threshold: Specific performance of farmland transfers still hinges on first proving breach; plaintiffs cannot leapfrog that hurdle by merely invoking N.D.C.C. § 32-04-09.
• Procedural Lesson: The Court underscores the necessity of making both Rule 50 and Rule 59 motions to preserve evidentiary challenges on appeal.

Complex Concepts Simplified

• Rule 50 Motion (Judgment as a Matter of Law): A procedural tool asking the judge to decide that no reasonable jury could find for the other side given the evidence.
• Waiver: Voluntary surrender of a contractual right—sometimes by explicit words, often by conduct (silence, inconsistent actions).
• Implied Covenant of Good Faith and Fair Dealing: An unwritten requirement that contracting parties act honestly and fairly in performing and enforcing the contract. In North Dakota, breach of this covenant is a contract claim unless the contract is an insurance policy, in which event it can morph into a tort.
• Independent Tort Doctrine: To recover tort damages in a contract dispute, a plaintiff must identify wrongdoing that would be actionable even if no contract existed—e.g., physical fraud, defamation, or negligence.
• Specific Performance: An equitable order requiring a party to do what it promised, most commonly transferring unique real estate. Availability depends on (i) a proven breach and (ii) inadequacy of money damages.

Conclusion

Juliuson v. Johnson cements two doctrines in North Dakota jurisprudence. First, renewal options in farmland leases are enforceable, but the tenant must act decisively; equivocation or inconsistent conduct can constitute waiver, leaving the landlord free to sell. Second—and more broadly—the Court draws an unmistakable boundary: the tort of bad-faith breach remains confined to insurance contracts, and plaintiffs cannot convert contractual grievances into tort actions simply to reach deeper pockets or punitive damages. This decision will likely deter attempts to plead deceit or generalized “bad faith” in garden- variety commercial disputes, while reminding agricultural tenants that their rights are only as secure as their prompt, unequivocal exercise.