Reutt v. Jordan
207 Va. 869, 153 S.E.2d 197, 1967 Va. LEXIS 148 (1967)
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Rule of Law:
A party seeking the equitable remedy of specific performance for a real estate contract must demonstrate they have been able, ready, prompt, eager, and willing to perform. An unreasonable and unexplained delay in performance, even when time is not of the essence, can be sufficient grounds for a court to deny this remedy.
Facts:
- On August 26, 1963, Raymond F. Reutt and Ray W. Dezern (buyers) signed a contract to purchase a parcel of land from J. W. Jordan and his partners, Virlina Peanut Company (sellers).
- The contract stipulated that the settlement was to occur on or before October 15, 1963.
- Following the settlement date, the parties' attorneys continued to correspond regarding corrections to the deed and other details related to the closing.
- On December 13, 1963, the sellers' attorney informed the buyers' attorney that it was 'high time this transaction be closed' and demanded compliance 'forthwith.'
- Sometime in December 1963, after the final documents were ready for signature, the buyers, who worked in the merchant marine, went to sea without informing the sellers or their own representatives.
- The buyers made no effort to tender the payment or executed documents before leaving and provided no information on when they would return.
- The buyers returned in March 1964, and on March 20, their agent informed the sellers that they were finally ready to close the transaction, approximately five months after the contract's settlement date.
- The sellers, having heard nothing from the buyers during their absence, had concluded that the buyers were not going to complete the purchase and considered the contract terminated.
Procedural Posture:
- Raymond F. Reutt and Ray W. Dezern (buyers) brought a suit in equity for specific performance against J. W. Jordan and others (sellers) in a Virginia trial court.
- The chancellor (trial judge) heard the evidence orally.
- The chancellor denied the buyers' request for specific performance and dismissed their suit.
- The buyers (appellants) appealed the trial court's decision to the Supreme Court of Appeals of Virginia.
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Issue:
Does a buyer who disappears for several months without explanation after the agreed-upon closing date has passed, and after the seller has demanded prompt closing, demonstrate the promptness and willingness required to obtain the equitable remedy of specific performance?
Opinions:
Majority - Buchanan, J.
No. A buyer who fails to act with promptness and willingness is not entitled to the remedy of specific performance. Specific performance is not a matter of right but an equitable remedy resting in the sound discretion of the court. To be granted this remedy, a litigant must show they have been 'able, ready, prompt, eager and willing to perform the contract on his part.' While the contract's closing date of October 15 was not strictly of the essence, time can become a controlling element. After the sellers demanded a prompt closing in December, the buyers left the area for three months without any communication, tender of payment, or execution of documents. This prolonged and unexplained absence demonstrated a lack of promptness and eagerness, justifying the sellers' conclusion that the contract was abandoned and warranting the chancellor's refusal to grant specific performance.
Analysis:
This decision reinforces the principle that specific performance is an equitable remedy, not an absolute right, and that 'he who seeks equity must do equity.' The case clarifies that even where time is not strictly of the essence in a contract, a party's unreasonable delay and failure to communicate can be interpreted as an abandonment of the contract. It establishes that a party's conduct post-breach is critical; a buyer cannot remain quiet and aloof, only to later demand performance when it becomes advantageous. This precedent gives sellers a basis to repudiate a contract after a buyer engages in a prolonged, unexplained delay, especially after a demand for performance has been made.
