## Facts

- Lucille Osborn bought a house in 1968.
- On April 16, 1985, Osborn agreed to sell the house to Michael Kemp.
- Kemp drafted a handwritten contract stating he would pay Osborn “$275.00 per month plus utilities for twenty years for the purchase of [the house] for $50,000.”
- Osborn and Kemp signed and notarized the document the same day.
- Over the next 20 years, Kemp lived in the house and paid Osborn $275 per month, and he made about $11,000 in improvements.
- In May 2006, Osborn began suffering from dementia and was cared for by her niece, Sharon Gillespie, who did not know about the 1985 contract and believed Kemp was a tenant.
- On August 17, 2007, Gillespie filed suit on Osborn’s behalf seeking a permanent injunction, a declaratory judgment, and restitution.
- Kemp counterclaimed, seeking specific performance of the 1985 agreement.
- Osborn could not testify and died around the time of trial.

## Issues

1. Was the April 16, 1985 handwritten, notarized document sufficiently definite to be enforced as a contract to sell the house (rather than treated as too indefinite to enforce)?
2. Could Kemp obtain specific performance even though the estate argued he was not “ready, willing, and able” to perform because he lacked financing at the time of trial?
3. Did equitable considerations, including delay and claimed unfairness from changes in the property’s value over time, bar specific performance?

## Decision

- The Delaware Court of Chancery held the 1985 document was a valid, enforceable contract for the sale of the house and dismissed the estate’s complaint with prejudice.
- The Court of Chancery ordered specific performance, requiring Kemp to pay $50,000 within 90 days, plus interest compounded quarterly from April 16, 2005.
- The Delaware Supreme Court affirmed the judgment ordering specific performance.

## Legal Principles

- A contract exists when (1) the parties intended to be bound, (2) the terms are sufficiently definite, and (3) consideration is exchanged.
- A handwritten, non-lawyer-drafted writing can satisfy the Statute of Frauds for a land sale if it is signed and states the essential terms with reasonable certainty (including the parties, the property, and the price and payment terms).
- When contract language is clear and unambiguous, courts interpret it according to the ordinary meaning of its terms and do not use extrinsic evidence to change that meaning.
- Specific performance may be granted for a valid real estate sales contract when the terms are definite enough to enforce and the equities favor the party seeking the decree.
- In evaluating “ready, willing, and able” in an equity case, the court may consider whether the decree provides a reasonable time to close and whether the buyer can comply with the court-ordered closing terms.
- Equitable defenses such as laches require unreasonable delay and resulting prejudice; continued performance under an agreement and prompt assertion of rights once a dispute arises weigh against barring relief.

## Conclusion

In *Estate of Lucille Osborn v. Kemp*, the Delaware Supreme Court affirmed specific performance of a notarized handwritten agreement requiring monthly payments plus utilities for twenty years “for the purchase” of a house for $50,000, holding the terms sufficiently definite and enforceable and rejecting the estate’s arguments based on alleged indefiniteness, lack of trial-time financing, and equitable defenses.


Estate of Lucille Osborn v. Kemp, 991 A.2d 1153 (2010)