Also known as: agreements of sale · contract of sale · sales agreement
Written by attorneys — see sources below.
A contract obligating one party to sell property and potentially binding another party to purchase it on specified terms. Execution of the agreement typically triggers rights such as a broker's commission or equitable remedies for breach.
Crown Ocean presented River Naval to National Naval as a buyer ready to pay the full listed price for a waterfront warehouse. The parties signed a written purchase agreement with no financing contingency and a set closing date. When National Naval later refused to close, Crown Ocean sued for its commission under the exclusive listing.
Henningsen purchased a new automobile from Bloomfield Motors under a standard sales agreement. After the car was delivered, his wife suffered injuries from an alleged defect. The agreement of sale formed the basis for the warranty claims asserted against the manufacturer and dealer.
In May 1955, Claus H. Henningsen purchased a new 1955 Plymouth Plaza Club Sedan from Bloomfield Motors, Inc., an authorized De Soto and Plymouth dealer for Chrysler Corporation. Mr. Henningsen intended the car as a Mother's Day gift for his wife, Helen Henningsen, and communicated that intention to the dealer. He alone signed a one-page printed purchase-order form. The reverse side contained, in fine six-point script type, a warranty clause limiting the manufacturer's obligation to replacement of defective parts within ninety days or four thousand miles and disclaiming all other warranties, express or implied. The front of the form contained two even smaller paragraphs directing attention to the back-side conditions. The form was a standardized document prepared by the manufacturer and used by all its dealers. No one called the fine-print provisions to Mr. Henningsen's attention, and he did not read them. The car was delivered on May 9, 1955, after the dealer performed the items listed in Chrysler's New Car Preparation Service Guide. On May 19, 1955, while Mrs. Henningsen was driving north on Route 36 in Highlands, New Jersey, at twenty to twenty-two miles per hour on a smooth, paved highway, she heard a loud noise from the front of the car. The steering wheel spun in her hands and the vehicle veered sharply into a highway sign and brick wall. The car had been driven only 468 miles, had required no servicing, and had exhibited no unusual behavior before the accident. An insurance appraiser with eleven years of experience examined the wrecked vehicle and concluded that something in the steering mechanism from the wheel down to the front wheels had broken or dropped off. Plaintiffs also presented expert testimony that the steering failure resulted from a latent manufacturing defect that could not have been discovered by reasonable inspection. The negligence counts against both defendants were dismissed at trial. The case was submitted to the jury solely on the implied-warranty claims. The jury returned verdicts for both plaintiffs against Chrysler Corporation and Bloomfield Motors, Inc. Defendants appealed and plaintiffs cross-appealed from the dismissal of the negligence claim. The Supreme Court of New Jersey certified the matter directly before consideration by the Appellate Division.
View caseLucy offered to buy farmland from Zehmer during an evening discussion. Zehmer wrote out and signed a short document stating the price and property description, which Lucy accepted. Lucy later sued to enforce the agreement of sale when Zehmer refused to convey.
W. O. Lucy and J. C. Lucy, complainants, brought suit against A. H. Zehmer and Ida S. Zehmer, defendants, seeking specific performance of an alleged contract to sell the Ferguson farm. The farm is located in Dinwiddie County and contains 471.6 acres. A. H. Zehmer had owned the farm for more than ten years after purchasing it for $11,000. The writing in question was prepared by A. H. Zehmer on December 20, 1952. It read: “We hereby agree to sell to W. O. Lucy the Ferguson Farm complete for $50,000.00, title satisfactory to buyer,” and was signed by both Zehmers. On that night around eight o’clock, W. O. Lucy entered the Zehmers’ restaurant in McKenney after deciding to attempt another purchase of the farm. During a discussion lasting thirty or forty minutes, Lucy and Zehmer negotiated the terms. Zehmer initially drafted the agreement in the singular before revising it to include his wife at Lucy’s request. Both men consumed drinks from a bottle Lucy had brought. Lucy testified he was not intoxicated and believed Zehmer was not either. Lucy took possession of the signed writing and left the premises insisting that he had purchased the farm. The next day Lucy contacted his brother J. C. Lucy to arrange for a half interest in the purchase. On December 22 Lucy engaged an attorney to examine the title, which was reported satisfactory on December 31. Lucy wrote to Zehmer on January 2 stating that he was ready to pay the $50,000 in cash. Zehmer replied by letter mailed January 13 asserting that he had never agreed or intended to sell the farm. The Zehmers contended that the writing was prepared as a joke while both parties were drinking heavily. Zehmer claimed he was “high as a Georgia pine” and intended only to call Lucy’s bluff regarding his ability to pay $50,000 in cash. Mrs. Zehmer testified that her husband whispered to her that the matter was a joke before she signed. A waitress observed the parties laughing, joking, and drinking. Depositions were taken. The trial court entered a decree dismissing the bill on the ground that the complainants had failed to establish their right to specific performance. The Lucys appealed from that decree.
View caseKraemer and other property owners signed an agreement restricting sales to Caucasian buyers only. Shelley, an African American purchaser, acquired a parcel through an intervening buyer and took possession. The original signatories sued to enforce the restriction against Shelley.
In February 1911, thirty out of thirty-nine owners of property fronting both sides of Labadie Avenue between Taylor Avenue and Cora Avenue in St. Louis signed a recorded agreement. The agreement restricted the use and occupancy of the properties for fifty years to persons of the Caucasian race. It excluded occupancy by people of the Negro or Mongolian race. The district included fifty-seven parcels of land. The signers held title to forty-seven parcels. At the time, five parcels were owned by Negroes, with one occupied by Negro families since 1882. On August 11, 1945, the Shelley petitioners, who are Negroes, purchased one parcel from Fitzgerald by warranty deed for valuable consideration without knowledge of the restriction. On October 9, 1945, respondents sued in the Circuit Court of St. Louis to restrain the Shelleys and divest title. The trial court denied relief, but the Supreme Court of Missouri reversed and directed enforcement. In June 1934, Ferguson and his wife executed a contract restricting their Detroit property to Caucasian occupancy. The restriction was effective only if at least eighty percent of the lots in the block were subjected to similar restrictions. The restrictions were to remain in effect until January 1, 1960. Similar agreements covered eighty percent of the lots. By deed dated November 30, 1944, the McGhee petitioners, who were Negroes, acquired and occupied the Detroit property. On January 30, 1945, respondents sued in Wayne County Circuit Court. The court ordered them to move within ninety days and enjoined future occupancy. The Supreme Court of Michigan affirmed. Petitioners claimed that judicial enforcement violated the Fourteenth Amendment.
View caseRepide, a corporate officer with inside knowledge, arranged for an agent to buy shares from Strong without disclosing the pending sale of company assets. Strong later discovered the nondisclosure and sought to rescind the agreement of sale.
Repide owned three-fourths of the shares of the corporation's stock. He served as administrator general of the company with large powers at the time of the stock purchase. Repide engaged in negotiations that led to the sale of the company’s lands, together with all the other friar lands, to the Government at a price that greatly enhanced the value of the stock. Before the negotiations for the sale were completed, Repide employed an agent to purchase the stock. He concealed from the plaintiff’s agent his own identity and his knowledge of the state of the negotiations and their probable result. The Court of First Instance at Manila gave judgment in favor of the plaintiffs on two grounds. One ground was that the agent of the plaintiff had no authority to make the sale. The other ground was that the defendant had been guilty of fraud in concealing facts from the seller affecting the value of the stock at the time the sale was concluded. Upon appeal to the Supreme Court of the islands, the judgment was affirmed by a divided court on the ground of lack of authority of the plaintiff’s agent to make the sale. The court did not affirm on the ground of fraud. When the motion for a new trial was granted on account of newly-discovered evidence, the majority of the court held that the second power of attorney authorized the sale. The majority also held there was no fraud, so the judgment for the plaintiff was reversed and the complaint was dismissed. This court reviews the judgment of the Supreme Court dismissing the complaint of the plaintiff.
View caseGreat Minneapolis Surplus Store advertised a fur coat for sale at a specific price in its window. Lefkowitz arrived first on the advertised day and tendered the price, but the store refused to sell. Lefkowitz sued to enforce the agreement of sale created by the advertisement.
The Great Minneapolis Surplus Store published an advertisement in a Minneapolis newspaper on April 6, 1956, offering three brand new fur coats worth to one hundred dollars for one dollar each on a first come first served basis at nine a.m. sharp. On April 13, 1956, the store published a second advertisement offering two brand new pastel mink three-skin scarfs for one dollar each and one black lapin stole worth one hundred thirty-nine dollars and fifty cents for one dollar on a first come first served basis. Lefkowitz presented himself at the appropriate counter in the store on each of the Saturdays following the publications. He was the first to do so, demanding the advertised items and indicating his readiness to pay the one-dollar price. The store refused to sell the merchandise to Lefkowitz on both occasions, citing a house rule that the offers were intended for women only on the first visit and stating that he knew the house rules on the second visit. Lefkowitz brought suit in the Municipal Court of Minneapolis, which awarded him one hundred thirty-eight dollars and fifty cents in damages for breach of contract after disallowing his claim for the fur coats due to speculative value but granting judgment for the value of the lapin stole. The store appealed from the order denying its motion for amended findings of fact or a new trial.
View caseA signed writing stating the essential terms satisfies the statute. Part performance through possession and substantial permanent improvements known to the seller can also remove an oral agreement from the statute and support specific performance.
Yes when the listing agreement so provides or when the broker produces a buyer ready willing and able on the seller's terms. The seller cannot later refuse to close in bad faith and then deny the commission.
Generally no in an arm's length commercial transaction where the contract contains due diligence disclaimers. A long standing relationship of trust and confidence may justify reliance on an opinion and allow rescission under limited circumstances.
The term is unenforceable when public policy against concealing illegal conduct such as odometer fraud outweighs the parties' expectations and any forfeiture that would result from nonenforcement.
…Terminal site enjoyed a tax exemption, remained suitable for its present and future uses, and was not the subject of a contract of sale, there were no further administrative remedies available to appellants as to the Breuer I and Breuer II Revised plans. See n. 13, supra. Further, appellants did not avail themselves of…