## Facts

- A buyer submitted a written offer to purchase a tract of land in Warwick, Rhode Island, for $565,000 with a $5,000 deposit and a contemplated total deposit of 5% upon execution of a later purchase-and-sale agreement.
- The offer contained conditions, including: (1) the sale was “subject to satisfactory purchase & sales agreement between seller and buyer,” and (2) the offer was “subject to seller ceasing negotiations” with all other potential purchasers.
- The seller signed the offer only after deleting the condition requiring the seller to cease negotiations with others.
- The seller later sent the buyer an unsigned draft purchase-and-sale agreement; the buyer signed and returned it.
- The seller obtained an extension of time to sign, but when the extension expired he stated he wanted a higher price and would place the property back on the market.
- The buyer sued seeking specific performance, alleging a binding contract to convey the property.

## Issues

1. Whether an offer to purchase stating the transaction is “subject to satisfactory” future purchase-and-sale agreement constitutes an enforceable land-sale contract.
2. Whether the absence of a signed purchase-and-sale agreement by the seller prevented contract formation and barred specific performance.
3. Whether the “subject to satisfactory” clause rendered the purported agreement illusory for lack of mutual assent to essential terms.

## Decision

- The Rhode Island Supreme Court affirmed judgment on the pleadings for the seller.
- The court held the offer did not create an enforceable contract for sale of the land.
- The “subject to satisfactory purchase & sales agreement” condition made the document an unenforceable agreement to agree, leaving essential terms contingent on future, subjective approval.
- Because the seller never signed a purchase-and-sale agreement, no binding obligation to convey arose, and specific performance was unavailable.

## Legal Principles

- A land-sale contract requires mutual assent to essential terms; a writing conditioned on the parties later reaching a “satisfactory” agreement on essential terms is not sufficiently definite to be enforceable.
- An agreement that makes performance contingent on a party’s future subjective satisfaction, without objective standards, is illusory and lacks mutuality of obligation.
- Specific performance is not available absent a valid, enforceable contract.

## Conclusion

The court ruled that the buyer could not compel conveyance because the parties’ signed writing conditioned the transaction on a later “satisfactory” purchase-and-sale agreement, and no such signed agreement was ever executed; the writing therefore amounted to an unenforceable agreement to agree.


Centerville Builders, Inc. v. Wynne, 683 A.2d 1340 (R.I. 1996)