## Facts

- Sandra J. Keatley and Duane Bruner were in a long-term intimate relationship from 1982 through 2002.
- During the relationship, Bruner acquired a 10-acre parcel on Chapman Road in Castle Rock, Washington, land that had been in Keatley’s family for many years.
- The parties improved and used the property: they built a home and shop, and Bruner built a barn used in connection with cattle operations tied to Keatley’s nearby property.
- After the relationship ended, the parties (without attorneys) drafted and signed a March 23, 2005 “Earnest Money Receipt and Agreement” under which Bruner agreed to sell the Chapman Road property to Keatley for \$295,000.
- The agreement required Bruner to convey title free of encumbrances or defects and acknowledged Keatley’s \$1,000 earnest-money payment.
- The agreement did not state a closing date; at trial, both parties testified the closing date was left open so Keatley could arrange financing.
- For about five years, Keatley regularly asked Bruner whether he was ready to close, and Bruner repeatedly told her there was no hurry and no need to close yet.
- The parties continued to use the property jointly until October 2010, when Keatley demanded closing.
- Bruner refused, asserting for the first time that the agreement had expired; by then, the property’s fair market value had risen to roughly \$500,000.
- Keatley sued for specific performance. After a bench trial, the superior court treated the agreement as an open-ended purchase option contract, found Keatley’s 2010 demand was within a reasonable time, and ordered specific performance. Bruner appealed.

## Issues

1. Whether the March 23, 2005 written agreement contained sufficient material terms (and consideration) to be enforceable as a real-property sale agreement or open-ended purchase option.
2. Whether the lack of a stated closing date made the agreement too indefinite to enforce, or whether the law supplies a “reasonable time” for performance.
3. Whether substantial evidence supported the trial court’s finding that Keatley demanded closing within a reasonable time under the circumstances.
4. Whether specific performance was a proper remedy for Bruner’s refusal to convey the property at the contract price.

## Decision

- The Washington Court of Appeals, Division One (unpublished), affirmed the trial court’s judgment ordering specific performance.
- The court held the agreement included the key terms needed to enforce conveyance of the Chapman Road property, including the parties, the property, the price, and an obligation to convey marketable title.
- The court held the absence of a closing date did not defeat enforcement; instead, the agreement required exercise and performance within a reasonable time.
- Applying substantial-evidence review, the court upheld the trial court’s finding that Keatley’s October 2010 demand was made within a reasonable time, given the parties’ intent to leave timing open for financing, Keatley’s repeated efforts to close, and Bruner’s consistent assurances that there was no urgency.
- The court affirmed specific performance compelling conveyance for \$295,000 despite the property’s later appreciation.

## Legal Principles

- Appellate review of a bench trial’s factual findings is for substantial evidence; credibility determinations and weight of testimony are for the trial court.
- A land-sale contract (or option) is enforceable when the writing reflects agreement on the material terms, such as the parties, identification of the property, price, and the duty to convey marketable title.
- When a real-property agreement omits a closing date, courts may imply a requirement of performance within a reasonable time based on the parties’ intent and later conduct.
- What constitutes a reasonable time is fact-specific and may turn on course of dealing, assurances, reliance, and the purpose for leaving timing open (such as arranging financing).
- Specific performance is an available equitable remedy for breach of a sufficiently definite agreement to convey real property, because monetary damages may be inadequate for the loss of a particular parcel.

## Conclusion

In *Keatley v. Bruner*, the Court of Appeals affirmed an order of specific performance enforcing a 2005 open-ended option-like agreement for Bruner to sell Keatley the Chapman Road property for \$295,000, holding that the agreement contained the needed terms, the missing closing date was supplied by a reasonable-time requirement, and substantial evidence supported the trial court’s finding that Keatley’s 2010 demand to close was timely in light of Bruner’s repeated assurances and the parties’ intent to leave timing open for financing.


Keatley v. Bruner, 194 Wash. App. 1010 (2016)