Bradshaw v. Ewing
376 S.E.2d 264, 297 S.C. 242 (1989)
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Rule of Law:
To remove an oral contract for the sale of land from the Statute of Frauds under the doctrine of part performance, the party seeking enforcement must prove performance through substantial improvements made by the purchaser, clear acts of possession, or payment of the purchase price, where such acts are clear, definite, certain, and unequivocally referable to the alleged oral agreement.
Facts:
- On September 1, 1976, Dutchland Investments (Dutchland) and Ewing executed a written contract for Dutchland to purchase three acres of land for $60,000.
- The written contract stipulated a $13,000 down payment with the balance to be paid in five annual installments.
- Around March 1979, Dutchland alleges one of its partners, Linder, made an oral agreement with Ewing via telephone to modify the contract, reducing the purchase to two acres for a price of $40,000.
- Dutchland claimed the consideration for this modification was its agreement to pay the 1979 taxes and forgive a debt Ewing owed.
- Following the alleged oral modification, Dutchland cleared trash and cut wood on the property.
- A third party, Ms. Shealy, moved a large house onto the property and had the land graded.
- Linder, a Dutchland partner, lobbied the Irmo City Council for a road extension through the property, an effort that had begun prior to the alleged oral agreement.
- Dutchland directed that plats be created in order to sell the property.
Procedural Posture:
- The partners of Dutchland Investments (Dutchland) sued Ewing in a South Carolina trial court to enforce an alleged oral contract.
- Dutchland's complaint included causes of action for breach of contract, conversion, breach of trust, and unjust enrichment.
- Ewing filed a counterclaim against Dutchland for consequential damages for breach of the original written contract.
- At trial, the judge directed a verdict in favor of Ewing on the breach of contract, conversion, and breach of trust claims.
- The trial judge also granted Dutchland's motion for a voluntary nonsuit on its unjust enrichment claim and Ewing's motion for a voluntary nonsuit on its counterclaim, but with conditions linking them.
- Dutchland, as appellant, appealed the directed verdict and the conditions of the voluntary nonsuit to the Supreme Court of South Carolina. Ewing is the appellee.
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Issue:
Do a party's actions of clearing trash, cutting wood, lobbying a city council, having plats created, and making payments that are consistent with an original written contract constitute sufficient part performance to remove an alleged oral modification to a real estate contract from the Statute of Frauds?
Opinions:
Majority - Toal, Justice
No. The party's actions do not constitute sufficient part performance to remove the alleged oral modification from the Statute of Frauds. The Statute of Frauds requires contracts for the sale of land to be in writing. The exception of part performance requires proof of: (1) improvements, (2) possession, or (3) payment. Here, Dutchland failed to satisfy any element. The significant improvements (moving a house and grading) were done by a third party, not Dutchland, and therefore do not count. Dutchland's own actions of clearing trash and cutting wood were not permanent or substantial enough to enhance the property's value. Dutchland's claimed acts of possession—lobbying the city council and creating plats—were not unequivocally referable to the oral contract, as they were also consistent with the original written contract. Finally, the payments made by Dutchland did not clearly and unequivocally refer to the new oral agreement, as they could have been payments under the pre-existing written one. Without sufficient proof of part performance, the oral contract is unenforceable.
Analysis:
This decision reinforces the high evidentiary burden required to satisfy the part performance exception to the Statute of Frauds for real estate contracts in South Carolina. The court strictly interprets the requirements, clarifying that improvements must be substantial and made by the purchaser themselves, not a third party. Furthermore, it establishes that any actions claimed as part performance, such as acts of possession or payment, must be unambiguously linked to the new oral agreement and not be explainable by the pre-existing written contract. This precedent makes it significantly more difficult for parties to enforce alleged oral modifications to written land sale contracts based on ambiguous or minor actions.
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