A seller owns Greenacre, a parcel of
land occupied by a grocery store and a parking lot. A buyer contacts the seller
to express interest in buying Greenacre. The buyer and the seller then tour Greenacre
together. At the end of the tour, standing in the parking lot, the buyer says
to the seller, “I’ll give you $1,500,000 cash for the whole thing.” The seller responds, “That sounds good; let’s
Two days later, the buyer sends a check
for $500,000 to the seller. The check is accompanied by a letter that reads,
“Here is a down payment on Greenacre.” One
week after sending the down payment, the buyer hires a company to repave Greenacre’s
parking lot, at a cost of $50,000. The buyer also has a lighted sign installed
at the entrance to Greenacre, with the words “Greenacre Shopping Center” in
stylized script. The sign costs $15,000.
To raise the remainder of the purchase
price, the buyer sells two office condominiums for $500,000 each. The market
value of the condominiums is $650,000 each, but the buyer accepts a lower price
in order to sell the condominiums quickly.
Thirty days after the tour of Greenacre,
the buyer calls the seller to schedule the closing date. The seller informs the
buyer that the seller has decided to keep Greenacre, because he believes that
property values in the area are about to rise. The buyer insists that the
parties have a contract, and tenders the remaining $1,000,000 to the seller. The
seller refuses the tender, denies that the parties had a contract, and offers
to return the buyer’s previous payment of $500,000.
The buyer then sues the seller for
breach of contract, seeking specific performance of the agreement to sell
Greenacre. In his answer, the seller denies that the parties had a contract,
and in the alternative, states that if a contract does exist, it is
unenforceable under the Statute of Frauds.
At trial, the facts outlined above are presented
through the testimony of the buyer and the seller, accompanied by documentation
proving the buyer’s condominium sales and expenditures on Greenacre. Assume
that all such evidence is fully admissible, and that the facts are not in
dispute. Assume further that the applicable Statute of Frauds requires that the
essential terms of all contracts for the sale of real property must be in
writing and signed by the party against whom enforcement is sought.
Should the court order specific performance in favor
of the buyer? Explain.