Phoenix-Talent School District #4 v. Hamilton

The Phoenix-Talent School District #4 (District) (plaintiff) entered into an agreement with Charlie Hamilton and Michael Thirkill (defendants) to purchase approximately 17 acres of land to develop a new school. The District and the defendants signed an earnest-money agreement, which set out the purchase price and closing date. The agreement provided that, for the transaction, two tax lots were to be combined through a lot-line adjustment. This lot-line adjustment required approval by Jackson County, and the approval was listed as a condition precedent to the District’s obligation to purchase the property. The District and the defendants jointly hired a contractor to obtain the lot-line adjustment. The adjustment could not be accomplished prior to the closing date listed in the contract. Consequently, the District and the defendants agreed to extend the closing date by two months. Subsequently, Jackson County discovered that the original underlying lots had not been legally created, which caused a further delay. The defendants refused to extend the closing date again. The District offered to waive the requirement that the lot-line adjustment approval be obtained prior to closing, but the defendants refused to close and again refused to extend the closing date. The District sued the defendants for breach of contract and sought specific performance. The trial court ruled that the District could waive the timeliness requirement of the lot-line adjustment, and required the defendants to continue efforts to obtain approval of the adjustment. The defendants appealed to the Oregon Court of Appeals.