Opinion filed May 22, 2008

                                                                        In The

    Eleventh Court of Appeals

                                                                 ____________

                                                          No. 11-06-00186-CV

                                                    __________

                                     ESTELA MARTINEZ, Appellant

                                                             V.

                                         EULALIA VANN, Appellee

                                          On Appeal from the 70th District Court

                                                           Ector County, Texas

                                                Trial Court Cause No. A-116,574

                                             M E M O R A N D U M    O P I N I O N

The central issue in this case is whether a letter of intent was actually an enforceable contract to sell real estate.  The trial court found that it was not.  We affirm.

Estela Martinez sued Eulalia Vann seeking a declaratory judgment that she had title to specific condominium units and seeking to recover for expenses she had incurred on the units.  The trial court entered findings of fact that the letter of intent did not constitute an enforceable contract to sell the units, that neither party substantially performed the conditions in the letter sufficiently to establish the letter as an enforceable contract, and that Martinez had incurred $6,208.87 in expenses.  The trial court entered judgment that the parties had not entered into an enforceable agreement to sell, that title should remain in Vann=s name, and that Martinez should recover $6,208.87 from Vann. 

In her two issues on appeal, Martinez argues that the trial court abused its discretion when it failed to declare her the fee owner of the units and that the evidence conclusively established that the letter between Martinez and Vann was an enforceable real estate contract.  We disagree.

The letter reads as follows:

September 17, 2001

RE: Trestles Condominium Units, Odessa, TX B #418, #419, #1314, #1004, #1006, #1010, #1015, #1020, and 3 other units (unit numbers to be included later)

Ms. Eulalia Vann:

The following is a letter of intent to purchase the above property.  I am offering the following terms:

1) $22,000.00 financed @ 9% B payments of $600.00 a month for 30 months and a balloon payment due to seller at end of 30 month term.

2) Buyer agrees to purchase units in Aas is@ condition.

3) Buyer agrees to pay $2900.00 in Home Owners= Association (HOA) dues that are  currently due.

4) Buyer agrees to pay current year taxes.

5) Seller to provide buyer with tax record information for each condominium unit.

6) Seller to allow buyer access to condominium units so that buyer may commence making necessary repairs to condominium units.

7) Buyer and seller to share closing costs associated with sale of condominium units.

8) Buyer agrees to assume payment of all HOA dues and property taxes due after closing.

9) Seller agrees to apply current rental income from currently rented condominium units towards HOA dues.

Upon acceptance of this offer, a fully executed contract will be signed by all parties.

I am very interested in purchasing these condominiums; therefore, I hope that we can agree on the terms outlined in this letter.  If you have any questions, or would like to discuss this offer, please call me at [phone number].

Vann wrote on the letter:  AI agree with your proposal[.]  Go ahead & start it.  Open an escrow.@  Vann also wrote numbers for the three additional units on the letter.  She then faxed the letter to Martinez.

It is undisputed that the parties never closed on the transaction; that Martinez made repairs to the units; that Martinez had not paid any taxes owed on the units; that Martinez never made any monthly payments to Vann; that Martinez had paid the past due HOA dues; that Vann had received any income from the units; that Martinez received no profits or income from the units; and that a real estate contract was never executed between the parties.  Vann testified that it was her intent that she was agreeing to Martinez=s prelimary offer in the letter and that she had been waiting for the contract that was to follow per the terms of Martinez=s letter.

Vann argues on appeal that the letter does not contain sufficient language to constitute a real estate contract.  We agree.  On its face, the document states that it is a letter of intent and that, upon acceptance of the terms contained within, an enforceable contract will be executed at a future date.  The letter does not contain a sufficient description of the property to be purchased and does not reflect the intent of the parties to be bound at that time.  Further, the letter does not contain the necessary elements for a binding contract:  an offer, an acceptance in strict compliance with each term of the offer, a meeting of the minds, each party=s consent to the terms, and execution and delivery with the intent that the transaction be mutual and binding.  Potcinske v. McDonald Prop. Invs., Ltd., 245 S.W.3d 526, 529-30 (Tex. App.CHouston [1st Dist.] 2007, no pet.).  The trial court did not abuse its discretion.  Martinez=s issues are overruled.

The judgment of the trial court is affirmed.

JIM R. WRIGHT

CHIEF JUSTICE

May 22, 2008

Panel consists of:  Wright, C.J.,

McCall, J., and Strange, J.