Under the facts of the case, the result is not remarkable. The proposed settlement agreement provided expressly that it was not binding until formally approved by the County Commission. Through a long period of negotiations over the final language of the agreement to be presented to the court and the Commission, the condemnees apparently relied to their detriment upon representations that they had a deal. The trial court (in the eminent domain action) held that part performance had taken the agreement out of the Statute of Frauds and ordered specific performance.
Held: Reversed. Part performance is not available unless "there is payment of all or part of the consideration, possession by the vendee, and valuable improvement so as to constitute a fraud on the vendee if there were no performance." Further, the agreement clearly did not satisfy the Statute of Frauds for a number of reasons. An argument based upon estoppel, as a consequence of the reliance, might result in damages, but not specific performance.
The court went on to hold that, regardless of Statute of Frauds considerations, a contract with a public agency is not binding unless the contract is approved at a public meeting of the agency. Apparently this statutory requirement would have prevented the operation of the part performance doctrine or the estoppel doctrine in any event.
A concurring judge felt that this latter interpretation might make it difficult for the County to conduct business, as no one would implement a contract with the County until formal approval by the Commissioners.
Comment One: Veterans of public agency practice are only too aware of the harsh lessons learned by the condemnees in this case. Usually, one deals with a local agency at its peril until there is final approval and official authorization from the governing body. This difficult rule, of course, is the reason that we have bond counsel for major borrowings by public agencies.
Comment Two: Although its not likely relevant to the result here, note that the court inappropriately recites the requirements for part performance binding the seller when in this case the question is whether part performance ought to bind the buyer.
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