§6.2 - Application to Contracts for Sale of Land

• Jurisdiction: Washington

§6.2 APPLICATION TO CONTRACTS FOR SALE OF LAND

Instances in which specific performance may be available as a remedy in land sale contract disputes are discussed below.

(1) Purchase and sale agreements

The remedy of specific performance is available as a substitute for the legal remedy of damages when the legal remedy is inadequate to compensate for a breach of a contract for the sale of real property. It is an equitable remedy, and is a proper remedy only if there is a valid binding contract; a party has committed or is threatening to commit a breach of its contractual duty; the contract has definite and certain terms; and the contract is free from unfairness, fraud, and overreaching. Crafts v. Pitts, 161 Wn.2d 16, 162 P.3d 382 (2007). The remedy is available to purchasers, Edwards v. Beck, 57 Wash. 80, 106 P. 492 (1910), and to sellers, Anderson v. Wallace Lumber & Mfg. Co., 30 Wash. 147, 70 P. 247 (1902).

Specific performance will not be available if thepurchase and sale agreement has expired. A purchase and saleagreement with an expressexpiration date terminates on that date if any terms or conditions remain unperformed, absent waiver orestoppel. Ashmore v. Estate ofDuff, 165 Wn.2d 948, 205 P.3d 111 (2009).

(2) Options and preemptory rights

Washington courts have granted specific performance of option contracts. Connor v. Clapp, 42 Wash. 642, 85 P. 342 (1906). Until it is exercised or accepted, an option...