Wood v. Wood
1976 Va. LEXIS 226, 216 Va. 922, 224 S.E.2d 159 (1976)
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Rule of Law:
In contracts for the sale of real estate, time is not of the essence unless expressly stipulated in the agreement, or it necessarily follows from the conduct of the parties or the nature and circumstances of the agreement. The parties' conduct, such as readily agreeing to multiple extensions of the closing date, demonstrates an intention that time was not essential.
Facts:
- On July 21, 1971, Wendell W. Wood (purchaser) entered into a contract to buy a 10.75-acre tract of land from W. Warren Wood and his wife, Elva W. Wood (sellers), for $100,000.
- The contract stipulated a closing within 120 days and required the purchaser to seek rezoning, giving him the option to void the contract if rezoning failed within that period.
- After an initial rezoning application was denied, the purchaser filed a lawsuit to contest the decision.
- On January 5, 1972, all parties signed an addendum extending the contract's closing date from November 21, 1971, to May 21, 1972.
- On May 30, 1972, W. Warren Wood sent a letter to the purchaser further extending the deadline to September 1, 1972; his wife, Elva, did not sign this letter.
- On June 1, 1972, W. Warren Wood died, and his wife, Elva W. Wood, became the executrix of his estate and inherited the property.
- On August 31, 1972, the purchaser approached Elva W. Wood to express his desire to close the sale, and she did not object at that time.
- On September 22, 1972, Elva W. Wood's attorney notified the purchaser that she considered the contract to be of no effect, with Elva later testifying she decided not to sell because the property's value had increased.
Procedural Posture:
- Wendell W. Wood (plaintiff-purchaser) filed a suit for specific performance against Elva W. Wood (defendant-seller), individually and as executrix, in a Virginia trial court.
- The trial court (chancellor) denied the request for specific performance, ruling that time had become of the essence of the contract and that the purchaser was not diligent in his performance.
- The plaintiff-purchaser, Wendell W. Wood, appealed the trial court's decree to the Supreme Court of Virginia.
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Issue:
Does the conduct of parties who repeatedly extend a real estate contract's closing date, without objection, make time of the essence for the final extended deadline, thereby allowing the seller to unilaterally terminate the contract upon its expiration?
Opinions:
Majority - Compton, J.
No. The conduct of parties who repeatedly extend a contract's closing date does not make time of the essence. In contracts for the sale of real estate, time is generally not considered essential unless the contract explicitly states it is, or the parties' actions clearly demonstrate that intent. Here, the seller consistently agreed to extend the closing dates and the delays were caused by the purchaser's good-faith efforts to fulfill a condition of the contract (rezoning), which the seller approved. The seller's conduct demonstrated that a strict deadline was not a material part of the agreement. The defendant's subsequent attempt to terminate the contract was motivated by the property's appreciation in value, not a failure by the purchaser to perform diligently.
Analysis:
This decision reinforces the equitable principle that time is not of the essence in real estate contracts by default. It clarifies that a court will look to the parties' entire course of conduct, not just the existence of a deadline, to determine their intent. The ruling serves as a protection for parties who act in good faith but encounter delays, preventing the other party from using a non-essential deadline as a pretext to escape a deal that has become less financially advantageous. It establishes that a history of granting extensions strongly implies that time is not essential, making it difficult for a party to suddenly enforce a final deadline strictly without prior notice.
