## Facts

- Buyers contracted to purchase sellers’ land for $11,000, paying $4,000 down to a broker and financing $7,000 through a purchase-money mortgage.
- The written contract stated the offer was “contingent upon buyer’s ability to arrange above-described financing.”
- Buyers applied to a savings and loan association for a $7,000 mortgage loan consistent with the contemplated financing.
- The lender denied the loan, and buyers demanded return of the $4,000 down payment.
- Sellers refused, tendered an abstract of title, and offered to accept a $7,000 first mortgage from the buyers on the same terms as those in the buyers’ loan application.
- Buyers rejected the sellers’ financing offer and sued to recover the down payment; sellers counterclaimed for specific performance.

## Issues

1. Whether the real estate contract was unenforceable under the statute of frauds because the mortgage terms were not stated in the written contract.
2. Whether the financing contingency failed when the specified lender denied the buyers’ application, permitting the buyers to rescind and recover the down payment.
3. Whether the sellers’ offer to provide equivalent financing was made within a reasonable time so as to satisfy the contingency.

## Decision

- The Wisconsin Supreme Court affirmed the judgment for sellers.
- The statute of frauds was satisfied because the required memorandum could be composed of multiple connected writings; the mortgage terms were supplied by a related writing identified through the trial record.
- The financing contingency did not make the identity of the lender a material term; it required financing on the described terms, which the sellers offered to provide.
- The sellers’ financing offer was timely because it was made within a reasonable time and the contract did not set a strict deadline for arranging financing.
- Specific performance in favor of the sellers was upheld, and buyers were not entitled to return of the down payment.

## Legal Principles

- The statute of frauds may be satisfied by several writings that, taken together and sufficiently connected, contain the essential terms of a real estate transaction.
- A trial court may resolve ambiguity in an on-the-record stipulation by reference to events and statements made in the court’s presence, and appellate review generally defers to supported fact findings.
- A financing contingency requiring the buyer’s “ability to arrange” described financing ordinarily concerns the availability of financing on specified terms, not the particular source of funds, unless the contract makes the source material.
- When a contract does not specify a time for satisfying a financing condition, performance and related substitute offers are measured by a reasonable-time standard.

## Conclusion

The court enforced the land contract and ordered specific performance because the statute of frauds was met through connected writings supplying the mortgage terms, and the buyers could not avoid the contract based solely on denial by a particular lender when the sellers timely offered equivalent financing on the described terms.


Kovarik v. Vesely, 89 N.W.2d 279 (Wis. 1958)