Kies v. Warrick
1921 Minn. LEXIS 622, 182 N.W. 998, 149 Minn. 177 (1921)
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Rule of Law:
When a land sale contract describes a tract as containing a specific quantity of acres, that quantity is a material term of the contract. If the actual acreage is deficient, the purchaser is entitled to specific performance with a proportional abatement of the purchase price, regardless of whether the sale was on a per-acre basis or for a lump sum.
Facts:
- Cordelia and Isaac Warrick listed their land for sale with an agent, stating the tract contained 209 acres.
- The agent, John Mitchell, negotiated a sale with a prospective buyer, Cravener, representing the farm as 209 acres.
- The Warricks rejected an initial per-acre offer and instead demanded a lump sum of $29,800, which Cravener accepted.
- The parties signed a written contract which described the property and stated it was "containing in all, two hundred and nine (209) acres" for the price of $29,800.
- After the contract was signed, Cravener had the land surveyed and discovered it contained only 203.17 acres, a shortage of 5.83 acres.
- The property was also encumbered by mortgages that the mortgagee would not release prior to their due date.
Procedural Posture:
- Cravener (plaintiff) sued the Warricks (defendants) in a trial court, seeking specific performance of the land sale contract.
- Cravener's complaint requested a price deduction for the acreage shortage and an allowance for existing encumbrances.
- The trial court entered a judgment for Cravener, ordering specific performance with the requested price abatements.
- The Warricks (appellants) appealed the trial court's judgment to the present court.
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Issue:
When a contract for the sale of land for a lump sum price states a specific acreage, and the actual acreage is deficient, is the buyer entitled to specific performance with a proportional abatement of the purchase price?
Opinions:
Majority - Hallam, J.
Yes. Where a tract of land sold is described in the contract as being of a given quantity, that quantity is a material term, and if there is a deficiency, the purchaser may obtain specific performance with a proportional abatement of the price. The court reasoned that the contract's explicit statement that the tract contained 209 acres made the quantity a material term of the agreement. Adopting the rule from Pomeroy on Contracts and other jurisdictions, the court held that a purchaser has the option to compel the conveyance while receiving a price reduction proportionate to the deficiency. Critically, the court found this equitable remedy applies regardless of whether the land is sold by the acre or for a lump sum, as the core issue is the seller's failure to deliver the quantity of land represented in the contract.
Analysis:
This decision solidifies the principle that a specific representation of acreage in a land sale contract is a material term, not mere description, even in a 'sale in gross' (for a lump sum). It empowers buyers by affirming their right to an abatement in price for any shortage, preventing sellers from escaping liability for misrepresentations of quantity. This precedent provides a clear remedy for purchasers who do not receive the amount of land they bargained for, ensuring that the contract price is adjusted to reflect the actual value of what is conveyed.
