## Facts

- Trustees for Ye Old Hunters Club engaged Eugene Lunsford, a real estate agent, to list rural land described as approximately 126.669 acres, with “plus or minus” added to the listing.
- Earlier third-party offers proposed survey and acreage-based price adjustments; the trustees consistently rejected such terms and stated they would sell whatever acreage they owned for a fixed price.
- After the listing expired, Lunsford drafted an extension that omitted “plus or minus” and signed the trustees’ names without authorization.
- Lunsford later joined a different brokerage; that firm obtained a listing, and Lunsford and the firm’s principal, Richard Firebaugh, became prospective purchasers.
- Firebaugh and Lunsford submitted a purchase contract describing the tract as “126 acres, more or less,” and providing the property was purchased “as is.”
- A post-contract survey showed the tract contained about 89.5 acres, substantially less than expected.
- Firebaugh and Lunsford demanded a proportional reduction in purchase price for the acreage deficiency; the trustees refused.
- The buyers sued in equity for specific performance of the purchase contract with an abatement in price; a commissioner recommended granting that relief, but the chancellor sustained the trustees’ exceptions and denied specific performance and abatement.

## Issues

1. Whether real estate agents who acted as fiduciaries for the owners and then contracted to buy the property were entitled to specific performance, including an abatement for an acreage deficiency.
2. Whether the buyers’ conduct breached fiduciary duties and triggered the clean-hands doctrine, barring equitable relief.

## Decision

- The Supreme Court of Virginia affirmed the chancellor’s decree denying specific performance and abatement.
- The court held the buyers were in a fiduciary relationship with the trustees and breached duties of loyalty, good faith, and fair dealing in connection with the transaction.
- Because the buyers did not come into equity with clean hands, equity would not compel performance of the contract or enforce its terms in the buyers’ favor.

## Legal Principles

- Real estate agents owe fiduciary duties to their principals, including loyalty, full disclosure, and utmost good faith.
- A fiduciary who seeks to purchase the principal’s property is subject to strict scrutiny and must act with a high degree of fidelity and good faith.
- Specific performance is an equitable remedy and may be denied when the plaintiff’s inequitable conduct in the same transaction violates the clean-hands doctrine.
- Unauthorized signing of a principal’s name and alteration or manipulation of material transaction terms may constitute self-dealing and justify denial of equitable relief, regardless of disputed contract characterizations (e.g., sale in gross versus sale by the acre).

## Conclusion

The court refused to order specific performance or a price abatement because the realtor-buyers’ fiduciary breaches and unfair conduct in the transaction meant they lacked clean hands and could not obtain equitable enforcement of the purchase contract.


Firebaugh v. Hanback, 247 Va. 519 (1994)