Evarts v. Forte

Vermont Supreme Court · Contracts

ContractsReal estate contractsStatute of FraudsOffer and acceptanceDefinitenessmeeting of the mindsmutual assentdefinite description

Facts

The Fortes listed property for sale through broker Humiston, and Evarts agreed to buy a modular home with about one acre for $35,000, giving a $2,500 deposit. The written deposit receipt and sales agreement described the property only as an improved lot of one acre, more or less, and the parties never clearly agreed on the boundaries of the parcel to be conveyed from the larger tract. After later discussions about the boundaries and a reserved right-of-way, Evarts concluded the property had changed and declared the deal off. The sellers also changed the closing date from June 20, 1973, to April 2, 1973, but Evarts never signed the altered agreement before reaffirming that the sale was terminated and demanding return of her deposit.

Issue

Was there a binding contract for the sale of land between Evarts and the Fortes? More specifically, did an enforceable agreement exist where the property description was indefinite and the sellers changed the closing date without obtaining the buyer's formal written assent?

Rule

For a contract for the sale of land to be enforceable, the parties must manifest mutual assent to the same essential terms in the same sense. If a purported complete agreement omits or misstated substantial terms, including an adequately definite description of the land to be conveyed, it is ineffective. In contracts governed by the Statute of Frauds, changes to material terms must satisfy the same formal requirements as the original agreement, and an acceptance on different terms is a counteroffer that is not binding until accepted in its own right.

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In Burlington, Vermont, Lena Ortiz signed a writing to buy from Caleb Dunn "approximately two acres from seller's back field" for $140,000, and paid a $10,000 deposit to Pine Hollow Realty. Caleb owned a twelve-acre parcel, and the writing did not attach a survey, sketch, or metes-and-bounds description. Later, Lena and Caleb disagreed about which two acres were included, and Lena demanded her deposit back.

If Caleb refuses to return the deposit, who is likely to prevail?

Explanation. A land-sale contract requires mutual assent to all essential terms, including the identity of the land. When only a portion of a larger tract is to be conveyed, the writing must definitely separate the part sold from the remainder. A description like "approximately two acres from seller's back field" does not identify one section to the exclusion of the rest, so the agreement is fatally indefinite and unenforceable. Lena should recover the deposit. (Derived from Evarts v. Forte (n.d.).)