## Facts

- The dispute involved approximately 160 acres of land in Brown County, Kansas.
- Two sisters, Loraine E. Wenger and Lorene E. Ralston, each held an undivided one-half interest in the property, subject to a life estate held by their mother, Ethel Wenger.
- After discussions about selling the land, Ward E. King met Loraine and Ethel at a hospital on December 26, 1972; Ethel expressed willingness to release her life estate so the land could be sold.
- King and Loraine discussed a $16,000 price and spoke by telephone with Lorene in Colorado; terms were discussed generally.
- Immediately after the call, Loraine drafted a handwritten memorandum describing the property, listing the price, limiting closing costs, and referencing use of a “standard form of purchase contract” for additional terms.
- King signed the memorandum; Loraine signed it for herself and wrote that she was signing for her sister; Ethel (the life tenant) did not sign.
- The parties expected a more formal contract to be prepared for signatures; Loraine’s attorney prepared written contracts, but Loraine refused to sign because they included terms she had not agreed to.
- Loraine later sold the property to other purchasers (additional defendants in the suit).
- King tendered payment consistent with the memorandum and sued for specific performance.

## Issues

1. Whether the handwritten memorandum constituted an enforceable contract for the sale of land or merely an unenforceable agreement contemplating a later contract.
2. Whether specific performance is available when the writing is incomplete or indefinite and is not signed by all persons necessary to convey the interests at issue.

## Decision

- The Kansas Supreme Court affirmed the trial court’s judgment for defendants and denial of specific performance.
- The court held the handwritten memorandum was not a complete, definite, and certain land-sale contract, but a preliminary writing contemplating execution of a later formal agreement.
- The court concluded the writing’s incompleteness and uncertainty, including questions about who was bound and the absence of necessary signatures, barred specific performance.
- The court accepted the trial court’s finding that the parties did not intend to be immediately bound by the memorandum, and found substantial evidence supported that finding.

## Legal Principles

- Specific performance requires a contract that is complete and certain in all essential terms; equity will not enforce a land-sale agreement that is vague or indefinite.
- A writing that contemplates execution of a later “standard form” purchase contract and leaves essential matters to future agreement is an unenforceable agreement to agree.
- For a land-sale agreement to be specifically enforced, the written agreement must satisfy the Statute of Frauds and clearly bind the persons necessary to convey the relevant interests; lack of required signatures or authority defeats enforcement.
- Appellate courts defer to trial-court fact findings on intent to be bound and related matters when supported by substantial evidence.

## Conclusion

The court affirmed denial of specific performance because the handwritten memorandum was a preliminary, indefinite writing that contemplated a later formal contract and did not clearly or properly bind all parties needed to convey the property interests, including the life tenant and co-owner.


King v. Wenger, 549 P.2d 986 (Kan. 1976)