## Facts

- Scarlett Biggs Wilson owned approximately 37 acres of land in Arkansas.
- Larry W. Brantley called Wilson to ask whether she would sell the property.
- Wilson stated she would sell for $10,000 per acre.
- Wilson and Brantley then exchanged a series of e-mails discussing the transaction.
- In the e-mail exchange, the parties discussed a total purchase price of $370,000, payment in cash at closing, and splitting closing costs 50/50.
- The e-mails did not set a closing date and did not address common deal terms such as earnest money, reservation of mineral interests, or a financing deadline.
- Brantley wrote that he did not expect trouble obtaining financing and requested a survey of the property.
- Brantley’s attorney drafted a formal real estate contract; Brantley signed it and sent it to Wilson.
- Wilson did not sign the formal contract and e-mailed Brantley that she had “decided not to sell . . . at this time for $10,000 per acre,” explaining she had heard nearby properties sold for higher prices.
- Brantley sued seeking specific performance, alleging the e-mails formed a binding contract for the sale of land.
- Wilson moved for summary judgment, arguing the e-mails were only negotiations, any alleged agreement was too indefinite, and the statute of frauds barred enforcement.

## Issues

1. Whether the parties’ e-mail exchange could show mutual assent to a binding contract for the sale of land, or instead showed an intent not to be bound until a later formal written agreement was signed.
2. Whether the terms reflected in the e-mails were sufficiently definite to be enforced as a land-sale contract despite omitted terms (such as a closing date and earnest money).
3. Whether the e-mails could satisfy the statute of frauds’ writing and signature requirements for a contract to sell real property.

## Decision

- The court denied Wilson’s motion for summary judgment.
- The court also denied Brantley’s motion for summary judgment.
- The court held that, on the summary-judgment record, reasonable factfinders could reach different conclusions about whether the parties intended the e-mails to be the final agreement or only a step toward a later signed contract.
- The court determined that the e-mails were not automatically unenforceable merely because they were electronic communications; electronic records and identifying “signatures” may satisfy statute-of-frauds requirements in appropriate circumstances.
- Because material fact disputes remained concerning intent to be bound and the completeness of the agreement, the case could not be resolved as a matter of law at the summary-judgment stage.

## Legal Principles

- A contract for the sale of land requires mutual assent and sufficiently definite material terms; whether the parties intended to be bound immediately or only upon signing a later formal instrument can be a fact question.
- The statute of frauds generally requires a written memorandum signed by the party to be charged; electronic records and electronic signatures can qualify as a writing and signature under applicable electronic-transactions law.
- Missing terms (for example, a closing date or earnest money) do not necessarily defeat enforceability as a matter of law; whether omissions show indefiniteness or ongoing negotiation may depend on context and is often for the factfinder.
- Summary judgment is improper when the evidence permits competing reasonable inferences on contract formation, intent, and definiteness.

## Conclusion

In denying both sides’ summary-judgment motions, the court treated the e-mail exchange as capable of supporting an enforceable land-sale agreement and capable of meeting statute-of-frauds formalities, but found that disputed facts—especially whether the parties meant to be bound by the e-mails and whether the terms were complete enough—required resolution by a factfinder rather than by the court as a matter of law.


Brantley v. Wilson, 2006 WL 436121 (2006)