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Specific Performance
Contracts-Terms-Uncertainty
(Charnley v. Blackburn)

Contracts Defense of Uncertainty of Terms
(Charnley v. Blackburn)

Discussion

I.  Availability of a Decree of Specific Performance

                        Charnley contends the trial court erred in entering a decree of specific performance because the legal descriptions in the purchase agreements were not sufficiently certain and definite to be enforceable.  Charnley argues that no legal description for the properties existed at the time the agreements were executed, there was no "metes and bounds" description, and the square footage and precise location of the lot lines could not be determined.

                        Specific performance of a contract may be decreed whenever:  (1) its terms are sufficiently definite; (2) consideration is adequate; (3) there is substantial similarity of the requested performance to the contractual terms; (4) there is mutuality of remedies; and (5) plaintiff's legal remedy is inadequate.  (Civ. Code, § 3390, subd. 5 [court may not specifically enforce "[a]n agreement, the terms of which are not sufficiently certain to make the precise act which is to be done clearly ascertainable"]; Tamarind Lithography Workshop, Inc. v. Sanders (1983) 143 Cal.App.3d 571, 575.)

                        The material factors to be ascertained to support a contract for the sale of real property are:  (1) the seller; (2) the buyer; (3) the price; (4) time and manner of payment; and (5) description of the property sufficient to identify it.  (King v. Stanley (1948) 32 Cal.2d 584, 589.)  In determining whether the material factors in a contract are sufficiently certain for specific performance, "the modern trend of the law favors carrying out the parties' intention through the enforcement of contracts and disfavors holding them unenforceable because of uncertainty. . . .  The defense of uncertainty has validity only when the uncertainty or incompleteness of the contract prevents the court from knowing what to enforce."  (Hennefer v. Butcher (1986) 182 Cal.App.3d 492, 500, citations & fn. omitted.)  Parol evidence that does not vary or contradict the written terms of the contract is admissible to explain the ambiguities or give meaning and content to words used, provided it does not vary or contradict the terms of the contract.  (Id. at p. 501.)

                        Here, the purchase agreements expressly provided that Charnley agreed to sell lots 1 and 2 on Old Country Road.  The trial court admitted into evidence the standard features sheets, site plans, floor plans, elevation plans, and tract map furnished to the couples at the time of contracting to further explain the meaning of the terms.  The court had no difficulty determining what was conveyed by the purchase agreements.  These were spec homes that were completely constructed by the time of trial.  As constructed, the homes were consistent with the standard features sheet, the site and elevation plans, floor plans, and tract map.  Charnley presented no evidence showing that the lots or houses were not what was essentially described in those documents.  Significantly, the Van Ordens completed the purchase of lot 3 based on identically executed purchase agreements.  We conclude the properly admitted extrinsic evidence rendered the description of the lots conveyed by the purchase agreements sufficiently definite for enforcement.  The court did not err in ordering specific performance.

Charnley v. Blackburn (April 08, 2004) CA2/6-B166080

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