Fici v. Koon
372 S.C. 341, 2007 S.C. LEXIS 104, 642 S.E.2d 602 (2007)
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Rule of Law:
A contract for the sale of land is unenforceable under the Statute of Frauds if it fails to describe the specific property to be conveyed with reasonable certainty and instead provides that the boundaries will be determined by future agreement. However, an attorney's fee provision within such a contract may still be enforced by the party who successfully defends an enforcement action by asserting the Statute of Frauds.
Facts:
- Karol Koon and Kerry Koon Stack (Sellers), who jointly owned a fifty-acre parcel of land, entered into discussions with Patricia Fici (Buyer) for the sale of thirty of those acres.
- On February 27, 2001, the parties signed a form contract for the sale of 'at least thirty acres,' which identified the property by the tax map number of the entire fifty-acre parcel.
- The contract explicitly stated that the 'purchaser and seller to agree on location of property lines' and that the Sellers would have the property surveyed.
- On March 9, the parties met with a surveyor and sketched rough boundary lines on an old plat, which all parties acknowledged was not intended to be the final representation of the parcel.
- The parties subsequently disputed proposed property restrictions, and the Sellers never signed or approved the final survey plats because they were not satisfied with the proposed property lines.
- At the scheduled closing on March 30, 2001, Sellers refused to proceed with the sale.
Procedural Posture:
- Patricia Fici (Buyer) sued Karol Koon and Kerry Koon Stack (Sellers) in a South Carolina court, seeking specific performance of the land sale contract.
- The case was referred to a master-in-equity, who served as the trial court.
- The master-in-equity found the contract unenforceable under the Statute of Frauds and denied the Sellers' motion for attorney's fees.
- Both parties appealed the master's decision to the South Carolina Court of Appeals.
- The Court of Appeals affirmed the master's ruling.
- Both parties were granted review by the Supreme Court of South Carolina.
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Issue:
1. Does a land sale contract satisfy the Statute of Frauds when it describes the property as a portion of a larger tract and states that the specific boundaries are to be agreed upon by the parties at a later date? 2. Is a party who successfully defends a specific performance action by asserting the Statute of Frauds entitled to recover attorney's fees under a contract clause awarding fees to the prevailing party in an enforcement action?
Opinions:
Majority - Justice Moore
1. No. A contract for the sale of land is unenforceable under the Statute of Frauds if the written agreement fails to describe the land to be conveyed with reasonable certainty. The contract here merely identified a portion of a larger tract and left the specific boundaries to be determined by future agreement. Such a provision is nothing more than an 'agreement to agree' and lacks an essential term, failing to satisfy the Statute of Frauds. Subsequent unsigned plats or other documents that do not contain Sellers' assent to the specific boundaries cannot cure this defect. 2. Yes. A party who successfully asserts the Statute of Frauds as an affirmative defense is the prevailing party and is entitled to attorney's fees if provided for by the contract. The Statute of Frauds does not render the entire contract void, but merely provides a defense against the enforcement of the conveyance. Therefore, the contractual provision awarding attorney’s fees to the prevailing party in an enforcement action remains valid. Since the Sellers successfully defended against the Buyer's action for specific performance, they are the prevailing party and are entitled to their attorney's fees under the contract's terms.
Analysis:
This decision reinforces the strict requirements of the Statute of Frauds for land sale contracts, clarifying that an 'agreement to agree' on essential terms like property boundaries is insufficient. The more significant legal principle established is the severability of contract clauses. The court's holding demonstrates that a defense like the Statute of Frauds, which renders a primary obligation (conveyance of land) unenforceable, does not automatically invalidate ancillary provisions, such as an attorney's fee clause. This creates a situation where a party can 'win' by proving the contract is unenforceable for the sale, yet that same contract can be used to award them attorney's fees, impacting how parties assess litigation risks in disputes over flawed contracts.
