§9.2 - Required Terms

• Jurisdiction: Washington

§9.2 REQUIRED TERMS

Under Washington law, certain provisions must be included in a real property purchase and sale agreement for the agreement to be enforceable. The Washington Supreme Court has held that agreements to buy and sell real estate must contain the legal description of the property, and must be definite enough on material terms to allow enforcement without the court supplying those terms. Sea-Van Inv. Assocs. v. Hamilton, 125 Wn.2d 120, 129, 881 P.2d 1035 (1994).

(1) Legal description

An agreement involving the sale or conveyance of real property must contain a correct legal description. Key Design, Inc. v. Moser, 138 Wn.2d 875, 983 P.2d 653, 993 P.2d 900 (1999). The requirement for a correct legal description is a statute of frauds issue, and the general rule in Washington is that an inadequate legal description is not subject to reformation. Key Design, 138 Wn.2d at 888. Reformation is available if the inadequate legal description is the result of a scrivener's error or a mutual mistake of the parties, but this must be proven by clear and convincing evidence. Reformation will not be granted, however, if the agreement expresses the intent of the parties, but the legal description is merely incomplete. Key Design, 138 Wn.2d at 888. Often, parties will agree that the legal description will be inserted into the purchase and sale agreement at a later date. Even if the parties agree to this provision and an address or tax parcel number is included in the purchase agreement as a "placeholder," the parties are taking a risk. The purchase agreement will not be enforceable until the correct legal description is added by amendment.

In addition to the legal description of the real property, the purchase and sale...