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originally owned by Tassely (Vacant Lot), and a separate house purchased 

by Consulting and Holding, LLC (Branding Iron). 

After concluding that he needed to sell property to keep 

Montecito, Tassely and Mr. Posner entered into a general agreement 

(Initial Agreement) prepared by or at the direction of Mr. Posner for that 

purpose. The day after Tassely executed the agreement, Mr. Posner 

signed it, but only after inserting handwritten notes that purported to 

include Tassely's equity interest in Montecito. 

Mr. Posner and Tassely subsequently engaged in a series of 

transactions related to Vacant Lot. In exchange for, among other things, a 

non-interest bearing promissory note for $240,000.00 (Vacant Lot Note) 

signed by the Posners, Tassely transferred title to Vacant Lot to Posner 

Investments, Inc. After the Posners defaulted on payments required by 

the terms of the Vacant Lot Note on March 3, 2008, Tassely accelerated all 

amounts due. Ultimately, the district court concluded that the Posners 

owed Tassely $118,999.00 plus interest from and after March 3, 2008, on 

the Note. 

Later, Mr. Posner, Consulting and Holding, LLC (C&H), and 

MSG Design, LLC entered into an agreement with two other parties for 

the purchase and sale of a house and real property (Branding Iron). 1The 

agreement identified MSG as a partner with C&H and mentioned a 

"partnership interest." The agreement also required the delivery of cash 

and personal property in the amount of $100,000.00, which Tassely 

provided, acting on behalf of MSG. In connection with the purchase 

'Posner signed the agreement individually and on behalf of C&H, 

and Tassely signed the agreement on behalf of MSG only. 

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agreement, Mr. Posner, individually and on behalf of C&H, executed and 

delivered to MSG a promissory note for $100,000.00 (Branding Iron Note). 

The Note provides that upon the sale of Branding Iron, C&H will pay 

MSG $100,000.00 plus one-half of the equity in the property, less 

maintenance costs. The Note also contained a provision requiring 

payment in full after five years. Mr. Posner, individually and on behalf of 

C&H, executed a trust deed to secure performance under the Branding 

Iron Note. MSG then assigned its rights under the Note and Trust Deed 

to Tassely. 

When the market crashed, the Branding Iron property was 

foreclosed upon and the $100,000.00 equity interest was lost. On June 2, 

2009, the Branding Iron Note's $100,000.00 balloon payment provision 

became effective. Posner and C&H never paid Tassely the $100,000.00. 

Sanctions 

During discovery, appellants' counsel failed to timely respond 

to respondents' requests for admission. Due to this and other errors, the 

discovery commissioner recommended that, inter alia, the district court 

sanction appellants for $4,000.00 and deem the untimely responses to the 

requests for admission admitted. The district court accepted the discovery 

commissioner's recommendation, but reduced the sanctions to $2,000.00. 

Based on this, respondents filed a motion in limine to prevent appellants 

from presenting evidence contrary to the requests for admission deemed 

admitted. Appellants filed an opposition to the motion and a 

countermotion to strike the sanctions related to the admissions for being 

unconstitutional. After a hearing, the district court rejected appellants' 

constitutional argument but reinstated their answers to the requests for 

admission, substituting a monetary sanction under NRCP 37 for 

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$11,218.75. The monetary sanction was later deducted from respondents' 

award of attorney fees. 

DISCUSSION 

Initial Agreement 

Based on their contention that the Initial Agreement was an 

enforceable contract, appellants argue that they are entitled to at least a 

$250,000.00 offset from the judgment from the Montecito equity interest, 

and therefore, owe respondents nothing. 2Respondents assert that the 

district court's finding that the Initial Agreement was unenforceable is 

supported by substantial evidence. 

"[W]hether a contract exists is [a question] of fact, requiring 

this court to defer to the district court's findings unless they are clearly 

erroneous or not based on substantial evidence." Certified Fire Prot., Inc. 

v. Precision Constr., Inc., 128 Nev. , , 283 P.3d 250, 255 (2012) 

(alterations in original) (internal quotation omitted). "Basic contract 

principles require, for an enforceable contract, an offer and acceptance, 

meeting of the minds, and consideration." Id. (internal quotation omitted). 

For a meeting of the minds to exist, the parties must have agreed about 

the contract's essential terms. Id. 

We conclude that substantial evidence supports the district 

court's finding that the Initial Agreement was unenforceable because 

there was no meeting of the minds. The record shows that Tassely signed 

2Appellants' argument that the district court could not consider the 

enforceability of the Initial Agreement lacks merit because they brought 

that contract's validity into issue by raising it as the basis for their offset 

claim. 

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the agreement before Mr. Posner inserted his additional terms and 

signature. It would be unreasonable to say that Tassely intended, post 

execution, to be bound by new terms unilaterally added by Mr. Posner, 

such as the inclusion of the Montecito equity interest. Because the 

inclusion of that equity interest would have been an essential term, 

substantial evidence supports the district court's finding that there was no 

meeting of the minds, and therefore, the Initial Agreement was 

unenforceable. 

Partnership 

Appellants next argue that because the Branding Iron 

purchase agreement created a partnership or joint venture between 

appellants and respondents, respondents have no right to the $100,000.00 

owed on the Branding Iron Note. Appellants also contend that 

respondents have no right to that money because the contingency 

triggering payment—the property's sale—never occurred. Respondents 

urge us to defer to the district court's determination that no partnership 

existed and that the $100,000.00 is due. 

Whether a partnership or joint venture arises out of a written 

agreement is a question of fact. See Dieleman u. Sendlein, 99 Nev. 768, 

769-70, 670 P.2d 578, 579 (1983); see also Radaker u. Scott, 109 Nev. 653, 

658, 855 P.2d 1037, 1040 (1993) (stating that "principles of law regarding 

general partnerships encompass joint ventures"). "[A] partnership is an 

association of two or more persons to carry on as co-owners a business for 

profit," NRS 87.060(1), whereas "[a] joint venture is a contractual 

relationship in the nature of an informal partnership wherein two or more 

persons conduct some business or enterprise, agreeing to share jointly, or 

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in proportion to capital contributed, in profits and losses." Bruttomesso v. 

Las Vegas Metro. Police Dep't, 95 Nev. 151, 154, 591 P.2d 254, 256 (1979). 

Although the Branding Iron purchase agreement stated that 

MSG was a partner with C&W, the agreement did not relate to or create a 

business for profit, and thus, did not create a partnership. Moreover, we 

conclude that the agreement was insufficient alone to create a joint 

venture because it failed to identify a business objective between 

appellants and respondents and did not speak to the parties jointly or 

proportionally sharing profits and losses. Having determined that the 

agreement created neither a partnership nor a joint venture, we next 

consider whether the $100,000.00 owed on the Branding Iron Note was 

contingent upon the property's sale. 

We review contractual interpretation de novo. Anvui, LLC v. 

G.L. Dragon, LLC, 123 Nev. 212, 215, 163 P.3d 405, 407 (2007). When a 

contract's language is unambiguous, this court will interpret that 

language according to its plain meaning. Dickenson v. State, Dep't of 

Wildlife, 110 Nev. 934, 937, 877 P.2d 1059, 1061 (1994). Although poorly 

written, the repayment terms are unambiguous when reading the Note as 

a whole. The terms provide that appellants are required to repay the full 

$100,000.00 plus one-half of the equity interest in the Branding Iron 

property upon its sale and, if the property is not sold, to repay any balance 

on the loan in full after June 2, 2009. Accordingly, the district court 

properly construed this contract by requiring payment of the loan in full 

plus interest from and after June 2, 2009. 3 

3We reject appellants' allegation of improper judicial conduct by the 

district court because (1) they failed to offer evidence that they preserved 

continued on next page . . 

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Sanctions 

Appellants next argue that the district court abused its 

discretion by deeming admitted their tardy answers to respondents' 

requests for admission. Moreover, appellants contend that the district 

court impermissibly conditioned their right to go to trial on their payment 

of $11,218.75 and violated their due process by not allowing them the 

opportunity to submit evidence or assert a defense. Respondents assert 

that the district court's reinstatement of appellants' untimely answers and 

deduction of the sanctions from respondents' award of attorney fees 

renders this issue moot. 

This court has "a duty to decide actual controversies by a 

judgment which can be carried into effect, and not to give opinions upon 

moot questions or abstract propositions, or to declare principles of law 

which cannot affect the matter in issue before [it]." Majuba Mining, Ltd. 

v. Pumpkin Copper, Inc., 129 Nev. , 299 P.3d 363, 364 (2013) 

(internal quotation omitted). A moot question is one that has no practical 

. . . continued 

the claim below, (2) they waited too long before raising the allegation, and 

(3) the record does not support the allegation. See Foley v. Morse & 

Mowbray, 109 Nev. 116, 120, 848 P.2d 519, 521 (1993) (stating that a 

party must make a specific objection at trial to preserve a claim of judicial 

misconduct); Ainsworth v. Combined Ins. Co. of Am., 105 Nev. 237, 260, 

774 P.2d 1003, 1019 (1989) (explaining that when counsel knows of facts 

that would support a motion for reconsideration, recusal, or vacatur based 

on judicial "bias and impropriety[, counsel] may not lie in wait and raise 

those allegations . . . only after learning the court's ruling on the merits" 

(internal quotations omitted)), abrogated on other grounds by Powers v. 

United Servs. Auto. Ass'n, 114 Nev. 690, 962 P.2d 596 (1998). 

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, C.J. 

Saitta 

Pitfeu ity 

significance. See Black's Law Dictionary 1099 (9th ed. 2009). Appellants' 

arguments on this issue have no practical significance because the district 

court reinstated appellants' answers to respondents' requests for 

admission and deducted the monetary sanctions from respondents' final 

award of attorney fees. Accordingly, this issue is moot and we need not 

decide it. 4 

We therefore ORDER the judgment of the district court 

AFFIRMED. 

cc: Hon. Ronald J. Israel, District Judge 

Jerry J. Kaufman, Settlement Judge 

Robert W. Lueck, Esq. 

Nitz Walton & Heaton, Ltd. 

Eighth District Court Clerk 

4We also decline to consider appellants' challenge to the 

constitutionality of SCR 123 as it was not properly raised. 

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