## Facts

- Warren and Betty Beaver owned a 24-acre tract near Ruidoso Downs, New Mexico.
- Around 2001, the Beavers and Michael and Karen Brumlow orally agreed the Beavers would sell the Brumlows a specific homesite parcel carved from the tract.
- The parties walked the property together and marked the parcel’s boundaries.
- With the Beavers’ consent, the Brumlows took possession and moved a double-wide mobile home onto the parcel.
- The Brumlows installed utilities and made permanent improvements, including a foundation, deck and stairs, a shed, and landscaping.
- The Brumlows spent about $85,000 on the home and improvements, financed in part by liquidating retirement accounts.
- Warren Beaver assisted with the placement process by signing an application to local authorities for placing the home on the land.
- No written sales contract was executed; the Beavers’ mortgage contained a due-on-sale clause, and the Beavers repeatedly assured the Brumlows they would “work it out” despite requests to put the agreement in writing.
- After roughly three years, the relationship deteriorated when Michael Brumlow left the Beavers’ employment for a competitor; the Beavers then denied the sale, characterized the arrangement as a lease, and sought to eject the Brumlows.
- The Brumlows treated payments as purchase-related (e.g., noting “Land Payment”) and offered to pay fair market value and for a survey.

## Issues

1. Whether the statute of frauds barred specific performance of an oral agreement to sell land where the buyers took possession and made substantial improvements in reliance on the agreement.
2. Whether the oral agreement was too indefinite for specific performance because it did not state a purchase price or a time for performance.

## Decision

- The Court of Appeals of New Mexico affirmed the district court’s judgment ordering specific performance.
- The statute of frauds did not bar enforcement because the Brumlows’ possession and substantial, permanent improvements constituted part performance unequivocally referable to a sale agreement.
- The agreement was sufficiently definite; the essential bargain (sale of an identified parcel) was clear, and equity could supply reasonable missing terms, including a fair market price and a reasonable time for closing.
- Specific performance was an appropriate remedy given the uniqueness of the parcel and the buyers’ reliance expenditures.

## Legal Principles

- An oral contract for the sale of land may be specifically enforced in equity notwithstanding the statute of frauds when part performance would make non-enforcement inequitable.
- Part performance must be conduct consistent with the alleged contract and “unequivocally referable” to it, such that an objective observer would naturally infer a sale rather than another relationship (such as a lease).
- In specific performance actions, a contract need not include every term if the essential nature of the agreement is clear and a court can supply reasonable missing terms, including fair market value as price and a reasonable time for performance.
- Real property is generally treated as unique, supporting specific performance where damages are inadequate.

## Conclusion

The court enforced an oral land-sale agreement by ordering conveyance because the buyers’ consented possession and substantial, permanent improvements were unequivocally referable to a purchase, making it inequitable to apply the statute of frauds, and because missing terms such as price and closing time could be reasonably supplied in equity.


Beaver v. Brumlow, 2010-NMCA-033, 148 N.M. 172, 231 P.3d 628 (N.M. Ct. App. 2010)