Cranford v. Hubbard
160 S.E.2d 760, 1968 Va. LEXIS 168, 208 Va. 689 (1968)
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Rule of Law:
A purchaser who fails to perform within a contract's specified time limit is not entitled to the equitable remedy of specific performance when the parties' express negotiations and the surrounding circumstances indicate that the time for performance was of the essence of the agreement.
Facts:
- Mary Helen Cranford agreed to sell approximately 7.097 acres of land in Fairfax County, Virginia, to Marye Hubbard.
- During contract negotiations, Cranford rejected a proposed 180-day settlement period, stating it was too long, and insisted on a 90-day period.
- Hubbard agreed to the shorter period, and the final contract, accepted by Cranford on July 28, 1963, required the purchaser to comply with the terms of sale within 90 days.
- The contract made Hubbard responsible for providing a certified survey at her own expense to determine the exact acreage.
- Hubbard waited approximately 30 days, one-third of the total contract period, before ordering the required survey.
- The surveyor encountered difficulties with the property's boundary lines, which delayed the survey's completion.
- Hubbard failed to settle the purchase by the October 26, 1963 deadline and did not request an extension.
- Shortly after the 90-day period expired, Cranford informed Hubbard's attorney that the contract had expired and that she would not sell the property.
Procedural Posture:
- Marye Hubbard, the complainant, filed a suit in equity in a Virginia trial court against Mary Helen Cranford, the defendant, for specific performance of a real estate contract.
- Cranford, a nonresident, was served in Maryland and filed motions to dismiss, which the trial court overruled.
- After hearing evidence, the trial court entered a decree granting specific performance in favor of Hubbard, directing Cranford to convey the property.
- Cranford, as appellant, appealed the trial court's decree to the Supreme Court of Virginia.
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Issue:
Does a purchaser's failure to comply with a real estate contract's 90-day settlement deadline bar them from obtaining the remedy of specific performance, when the seller had specifically negotiated for that shorter deadline?
Opinions:
Majority - Buchanan, J.
Yes. A purchaser's failure to comply with a real estate contract's negotiated 90-day settlement deadline bars them from obtaining specific performance where the circumstances clearly demonstrate that time was of the essence. The court reasoned that while in equity time is not usually regarded as of the essence, it can be made so by express stipulation or when clearly manifested by the parties' conduct and the surrounding facts. Here, the defendant Cranford's express rejection of a 180-day period and insistence on a 90-day period, which the complainant Hubbard agreed to, established the parties' intent to make the deadline a material term of the contract. Furthermore, a party seeking the extraordinary remedy of specific performance must show they have been 'able, ready, prompt, eager and willing to perform.' Hubbard failed this standard by delaying 30 days before ordering the required survey and by making no effort to obtain an extension, thus justifying the denial of specific performance.
Analysis:
This decision reinforces the principle that 'time is of the essence' clauses, or conduct demonstrating such intent, are strictly enforceable in equity, superseding the general rule that time is not essential in real estate contracts. It underscores that specific performance is a discretionary remedy, not an absolute right, and will be denied to a party who has not demonstrated diligence and a readiness to perform their contractual obligations. The case serves as a precedent that specific negotiations over a performance deadline are powerful evidence of intent to make time material, which can be fatal to a claim for specific performance if the deadline is missed. Future litigants must be prepared to show their own promptness and cannot rely on a court to excuse delays, especially when the time limit was a key point of negotiation.
