Business Law 13th Edition by Frank Cross, Kenneth Clarkson, Roger LeRoy Miller

Exercise 14

IN THE LANGUAGE OF THE COURT
ADAMS, Judge.
* * * * Mohammad Salim bought * * * a convenience store and gas station * * *. He made some improvements to the property and then offered it for sale. Talat Solaiman and Sabina Chowdhury approached Salim about buying the property in December 2006. After negotiating a purchase price of $975,000, the parties signed a handwritten document memorializing the terms of the agreement and on December 26, signed a more formal, typewritten "Purchase and Sale Agreement" prepared by Solaiman and Chowdhury.
The typed agreement * * * described [the property] simply as "the property and business (known as BP Food Mart) located at 199 Upper Riverdale Road, Jonesboro, GA 30236." The agreement set a closing date of January 5, 2007 and required Solaiman and Chowdhury to pay a $25,000 "security deposit" to be applied toward the down payment. But the agreement did not specify what would happen to the security deposit in the event the sale failed to close.
* * * Solaiman and Chowdhury conducted due diligence [investigation], including visiting the store and speaking to store clerks, vendors and customers. They also ordered a title search on the property and paid $2,000 for an application to renew the store's alcoholic beverage license in their name.
* * * The closing did not occur on January 5. And after receiving the title report in mid-January, Solaiman and Chowdhury decided that they no longer wanted to buy the property.
They notified Salim of their decision and asked for reimbursement of the security deposit and the alcohol license renewal fee. * * * Salim refused to repay the funds, and Solaiman and Chowdhury filed this action [for breach of contract] in December 2007.
The trial court issued judgment in favor of Solaiman and Chowdhury after finding the parties' purchase agreement to be unenforceable because "it does not sufficiently describe the real property to be purchased."
* * * * The requirement that a contract to purchase real property include an adequate property description arises under the Statute of Frauds. To comply with the Statute, an agreement for the sale of land "must be in writing and must provide a sufficiently definite description of the property to be sold. Specifically, such a contract must describe the property
* * * with the same degree of certainty as that required in a deed conveying realty." The property description must demonstrate "with sufficient certainty" the grantor's intention with regard to the quantity and location of the land to be conveyed, "so that its identification is practicable * * *." To be enforceable, therefore, the purchase agreement in this case was required to either "describe the particular tract or provide a key by which it may be located with the aid of extrinsic [outside] evidence." To suffice as a key, the description "must open the door to extrinsic evidence which leads unerringly to the land in question." But if the words in the agreement, "when aided by extrinsic evidence, fail to locate and identify a certain tract of land, the description fails and the instrument is void." [Emphasis added.] The property description contained in the four corners of the purchase agreement clearly fails to identify the land at issue with the requisite certainty as it merely provides a street address.
* * * * Accordingly, we affirm the trial court's holding that the parties' purchase agreement was void for lack of an adequate property description.
LEGAL REASONING QUESTIONS
1. Why was Salim arguing that the contract should be deemed enforceable when he was being sued for breach of contract?
2. What might Salim have done to ensure that the sales contract would be enforceable?
3. Why does the Statute of Frauds require that a contract for a sale of land include a sufficiently definite description of the property?
4. If the contract had contained a sufficient description of the property, would the court likely have forced Solaiman and Chowdhury to go through with the purchase? Explain.