Daily Development for
Monday, September 22, 1997

by: Patrick A. Randolph, Jr.
Professor of Law
UMKC School of Law

STATUTE OF FRAUDS; PART PERFORMANCE: Oral contract may be taken out of statute of frauds through performance by one party, but terms of contract must be sufficiently definite to enforce specifically.

Fowler v. Fowler, 933 P.2d 502 (Wyo. 1997).

A son brought suit against his father seeking specific performance of an alleged oral contract to convey a ranch to the son in return for the son's management of the ranch. The son alleged that under the terms of the contract he was to give up his job in Colorado and move to the ranch and manage it; in return he was to receive the same salary he had been receiving at his job or build equity in the ranch in lieu of salary. He would then receive the remaining equity in the ranch upon his father's death. The son had given up his previous job and moved to the ranch and had managed it for approximately 20 years. The trial court rejected the father's defense based on the statute of frauds, finding that the son had performed his obligations under the oral contract, thus removing it from the statute, and the father appealed.

The Wyoming Supreme Court reversed, holding that the only evidence of the oral contract was the son's testimony, and that testimony did not establish the terms of the contract with the requisite specificity. Relying on Noland v. Haywood, 23 P.2d 845 (Wyo. 1933), the court stated that there could be no part performance until there was a complete and definite agreement between the parties. Moreover, the son sought specific performance, a remedy requiring an even greater degree of specificity in the terms of the alleged contract. The court also noted that evidence offered by the son was inconsistent--it was unnecessary for him to build equity in the ranch if he could only obtain title upon the father's death, and testimony previously given by the son in his divorce case that he did not own the ranch was directly contrary to his claims here.

Comment: It is common for courts to require a high degree of specificity in order for a court to grant extraordinary relief. The notion that the part performance doctrine only applies if the oral evidence of the contract is quite specific is a new one to the editor, but not surprising. One purpose of the Statute of Frauds (although not the only purpose) is to insure that critical contracts are clearly understood. The court's position that specific performance also requires a very clear contract (written or oral) is one that does appear frequently in the decisions.

If the son's lawyers had properly set up their prayer for relief (the case doesn't indicate whether they did or didn't) and the court believed the son, the court might have considered some "halfway" equitable approach to giving the son some partial remedy based upon equitable estoppel. Although frequently confused, in fact partial performance and equitable estoppel are two entirely different approaches to the problem of reliance on unenforceable oral agreements. The virtue of the equitable estoppel approach is that it permits courts to give only "half a loaf." They are not required to reach the conclusion that a clear and enforceable contract exists, only that there there is equitable reliance that ought to be redressed. In this case, for instance, the son might have been given an equitable lien against the estate reflecting the difference in value between his salary and the benefits that his twenty years of management conferred upon the estate.

The bottom line here, however, is the that court frankly didn't conclude that the son had made out a case that *any* deal existed other than one based upon family obligation and the salary that was paid. Thus, it is not surprising that the court didn't go out of its way to find some basis for equitable relief.

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