Sullivan v. Porter – Case Brief
Sullivan v. Porter, 861 A.2d 625 (2004).
Facts: Porter (D) offered to sell his property to Sullivan and Andrews (Ps) for $350,000 with a $20,000 down payment and Sullivan accepted orally. Porter said that he would have his attorney prepare the paperwork. Sullivan took possession of the property in September 2000 and began improving the stable and trails. This continued until November 24, 2000 when Porter arrived at the farm with a real estate agent. Porter told Sullivan that another buyer was interested but told Sullivan that he would honor their agreement. The next day, Porter accepted a $3000 down payment from Sullivan. Sullivan and Andrews began renovations and improvements on the property, started their new business, placed advertisements in the local newspaper, and paid for an appraisal of the property. Porter regularly visited the property and received updates about the renovations but did not produce the paperwork necessary to complete the transaction. Porter then offered to sell the property for $450,000 with a $50,000 down payment.
Sullivan filed a complaint for breach of contract, promissory estoppel, and specific performance and Porter asserted the statute of frauds. Porter appealed the court’s judgment and award of specific performance in favor of Sullivan.
Issue: What must a party show in order to invoke the doctrine of part performance?
Holding and Rule: To invoke the doctrine of part performance a party must prove by clear and convincing evidence (1) that the parties did enter into a contract; (2) that the party seeking to enforce the contract partially performed the contract; and (3) that the performance was induced by the other party’s misrepresentations, which may include acquiescence or silence.
The court held that the agreement encompassed the essential material terms for a contract to sell the farm. They identified the property, determined a purchase price, a down payment, and the type of financing. Part performance is grounded in the principle of equitable estoppel or estoppel in pais. Such conduct involves misrepresentations, including misleading statements, conduct, or silence, that induce detrimental reliance.
Doctrine of Part Performance: Once inducing or knowingly permitting another to perform in part an agreement, on the faith of its full performance by both parties and for which he could not well be compensated except by specific performance, the other shall not insist that the agreement is void.
Porter remained silent, aware that Sullivan and Andrews were incurring expenses on improvements and other matters. Porter repeatedly represented that he was having his lawyer draw up the paperwork for the sale of the farm. This silent acquiescence was a misrepresentation that induced Sullivan and Andrews to partially perform their contractual obligations. The oral contract for the sale of land was removed from the statute of frauds based on the part performance doctrine.
Remedy – Specific performance: Specific performance is within the equitable powers when a legal remedy is either inadequate or impractical. Such an order may be appropriate to enforce a contract for the sale of land because of the uniqueness of each parcel of real property and the inadequacy of money damages in a contract for the purchase of real estate. Sullivan’s substantial investment made Lakewood Farm so unique that there was no adequate remedy other than an order of specific performance.
Disposition: Affirmed. Judgment for Sullivan and Andrews with the remedy of specific performance.