Keatley v. Bruner

Sandra Keatley (plaintiff) and Duane Bruner (defendant), a couple involved in a long-term, intimate relationship, bought 10 acres of land that had been in Keatley’s family for many years. The couple built a home and a shop on the property, and Bruner built a barn for his cattle operation. In 2005, after the couples’ relationship had ended, they drafted and signed a contract for Bruner to sell the property to Keatley for $295,000. The contract, which did not specify a closing date, provided that Bruner was to transfer title to Keatley free of encumbrances or defects, and it included an acknowledgement that Keatley had given Bruner $1,000 in earnest money. For five years, Keatley regularly asked Bruner whether he was ready to close on the sale, and Bruner consistently told Keatley that there was no hurry. In 2010, when the fair market value of the property had reached $500,000, Keatley demanded closing. Bruner refused, arguing that the contract had expired. Keatley sued for specific performance of the sale for $295,000. At trial, the parties testified that they had left the closing date open to allow Keatley to arrange for financing. The trial court, finding that the contract was an open-ended purchase option contract, ordered specific performance. Specifically, the trial court found that the contract implicitly required Keatley to demand closing within a reasonable time, and further found that, given the parties’ relationship and the circumstances surrounding the contract, Keatley’s demand for closing in 2010 was reasonable. Bruner appealed.