Wastemasters, Inc. v. Diversified Investors Services of North America, Inc. (159 F.3d 76, 1998)

CALABRESI, Circuit Judge:

Diversified Investors Services of North America, Inc. (“Diversified”) appeals from a judgment of the United States District Court for the Southern District of New York (Andrew J. Peek, Magistrate Judge) entered on September 25, 1997, which, following a bench trial, granted declaratory relief to Wastemas-ters, Inc. (“Wastemasters”). The court set aside a contract between Wastemasters and Diversified, and rejected Diversified’s breach of contract and quantum meruit counterclaims related to that contract. We conclude that the magistrate judge’s finding that the contract was void or voidable since there was no “meeting of the minds” between the parties was clearly erroneous. Accordingly, we vacate the judgment and remand for further proceedings consistent with this opinion.

BACKGROUND

In 1994, Wastemasters needed additional financing for its operations. To help locate this financing, Wastemasters engaged the services of Diversified. The finder’s agreement (the “Agreement”) between Wastemas-ters and Diversified stated: “Should Diversified be successful in finding a suitable firm that takes an interest in [Wastemasters,] [Wastemasters] shall grant to Diversified a five (5) year option to purchase 500,000 shares of [Wastemasters] at an exercise price of 60