Chomicky v. Buttolph
513 A.2d 1174 (1986)
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Rule of Law:
An oral modification to a contract for the sale of land is unenforceable under the Statute of Frauds, and preparatory actions such as making a down payment, arranging financing, or conducting a title search do not constitute sufficient part performance to create an exception.
Facts:
- Edward and Barbara Buttolph offered their front lakeside lot and cottage for sale, intending to retain an undeveloped back lot and a 50-foot strip of land for lake access.
- In August 1985, Eugene and Georgianna Chomicky signed a written purchase and sale contract with the Buttolphs for the property.
- The contract was contingent on the Buttolphs obtaining a subdivision permit from the local planning commission to legally divide the property.
- While the permit was pending, Eugene Chomicky proposed an alternative oral agreement: if the permit were denied, the Buttolphs would retain a 50-foot right-of-way (an easement) instead of full ownership of the access strip.
- On October 1, 1985, Mr. Buttolph telephoned Mr. Chomicky and orally agreed to the right-of-way alternative if the permit was denied.
- On October 12, 1985, the planning commission denied the Buttolphs' subdivision permit application.
- On October 13, 1985, the Buttolphs informed the Chomickys that "the deal was off" and they would now only sell the entire parcel or nothing at all.
Procedural Posture:
- Eugene and Georgianna Chomicky (plaintiffs) sued Edward and Barbara Buttolph (defendants) in a lower court, seeking specific performance of an alleged oral agreement and claiming damages.
- The lower court granted specific performance to the Chomickys but denied their claim for damages.
- The Buttolphs appealed the order of specific performance to the Supreme Court of Vermont.
- The Chomickys cross-appealed the denial of their damage claim to the Supreme Court of Vermont.
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Issue:
Does an oral modification to a written real estate contract become enforceable under the doctrine of part performance when the prospective buyers have made a down payment, arranged financing, and conducted a title search in reliance on that modification?
Opinions:
Majority - Hill, J.
No. An oral modification to a real estate contract is not made enforceable by preparatory acts that are typical for any prospective purchaser. The Statute of Frauds requires contracts for the sale of land, and any modifications thereto, to be in writing to be enforceable. While the doctrine of part performance can serve as an exception, it applies only when a party has substantially and irretrievably changed their position in reliance on the oral agreement, suffering an injury not compensable by money. Actions such as making financing arrangements, conducting a title search, or making a down payment are not considered sufficient reliance because they are ordinary preparatory steps and any monetary loss is easily remedied. Even admitting the existence of the oral contract does not preclude a party from asserting the Statute of Frauds as a defense, as the statute also serves to promote deliberation and certainty in real estate transactions.
Analysis:
This decision reinforces the high threshold required to invoke the part performance exception to the Statute of Frauds for real estate contracts. It clarifies that ordinary, preparatory acts undertaken by a buyer, even if they involve time and money, do not constitute the kind of substantial and irretrievable reliance necessary to enforce an oral agreement. By distinguishing these compensable activities from non-compensable ones like taking possession and making improvements, the court narrows the scope of the part performance doctrine. This holding emphasizes the importance of putting all agreements and modifications related to land sales in writing, thereby promoting certainty and upholding the core purpose of the Statute of Frauds beyond merely preventing fraud.
