## Facts

- Frank J. Fazzio, Jr. and Cindy Ann Fazzio, and Idaho Livestock Company, LLC (collectively, the sellers) agreed in April 2006 to sell three parcels of real property to Edward J. Mason, a real estate developer, for stated purchase prices, with closing set for February 26, 2007.
- Before the scheduled closing, Mason caused the properties to be annexed into the City of Kuna and included in a local improvement district, creating an encumbrance of roughly $425,000.
- Mason did not close on February 26, 2007; the sellers pursued arbitration seeking specific performance.
- To avoid arbitration, the parties executed settlement agreements in September 2007 that preserved Mason’s obligation to buy the properties on a deferred timetable and revised terms.
- Mason again failed to perform under the settlement agreements.
- The sellers sued in district court; after trial, the court found breach, ordered specific performance requiring Mason to purchase the properties, and also awarded monetary relief and attorney’s fees.
- On appeal, Mason admitted breach but argued specific performance was improper because he could not obtain financing after the real estate market decline, damages were adequate, and enforcement would give the sellers a windfall.

## Issues

1. Whether specific performance was a proper remedy for breach of real-property purchase and settlement agreements when the buyer claimed financial inability to perform.
2. Whether legal damages were an adequate remedy such that equitable relief should have been denied.
3. Whether post-contract market changes made specific performance inequitable as an alleged windfall to the sellers.

## Decision

- The Idaho Supreme Court affirmed the district court’s judgment.
- The Court upheld the decree of specific performance compelling Mason to purchase the properties under the agreements.
- The Court rejected Mason’s arguments that inability to finance made specific performance infeasible, that damages were adequate, or that enforcement was inequitable due to market changes.
- The Court also affirmed the related monetary relief and attorney’s fee award entered for the sellers.

## Legal Principles

- Specific performance is generally an available and appropriate remedy for breach of agreements to convey real property because land is treated as unique and money damages may be inadequate.
- A breaching buyer’s asserted inability to secure financing or raise funds, without more, does not bar specific performance, particularly where the buyer assumed the contractual risk of performance.
- Market-value changes after contract formation do not, standing alone, make specific performance inequitable; equity ordinarily enforces the parties’ fixed-price bargain rather than revising it due to later unfavorable conditions.
- Settlement agreements resolving a dispute over performance of a land-sale contract are enforceable contracts; repeated breach may support equitable enforcement of the performance obligation.

## Conclusion

The Idaho Supreme Court affirmed specific performance compelling a breaching buyer to complete land purchases under settlement agreements, holding that claimed financial inability and a market downturn did not make damages adequate or render enforcement inequitable, and it upheld the accompanying damages and fee awards.


Fazzio v. Mason, 249 P.3d 390 (Idaho 2011)