## Facts

- Tom and Heidi Meyer agreed in writing to buy Columbia County, Oregon land from Mary F. Kesterson (with Laurence Kesterson and Pacific Coast Timber Co., Inc. also named as defendants) for $32,000 using an earnest money agreement.
- The Meyers paid a down payment, with the balance due at closing and to be repaid with interest through monthly installments; the agreement did not state key installment mechanics such as the precise timing and amount of the monthly principal and interest payments.
- The agreement described the property only generally and contemplated that a more exact legal description would be provided at closing.
- The agreement also included a sketch depicting the property’s boundaries, and publicly available information made it possible to identify the parcel with reasonable certainty and eliminated the likelihood that the parties meant any different property.
- The Kestersons later returned the down payment and told the Meyers the sale was off.
- The Meyers sued for specific performance (and alternatively for a money judgment for breach of contract).
- Mary Kesterson denied enforceability, relying on Oregon’s statute of frauds and arguing the agreement was too indefinite as to payment terms and property description; she also argued the agreement terminated under a marketability provision after the parties learned the title was not marketable.
- Mary Kesterson counterclaimed for rescission based on mistake or, alternatively, restitution for costs such as reforestation and obtaining access to the property.
- After a bench trial in equity, the trial court ordered specific performance and later amended the judgment to add an alternative remedy: if Kesterson could not convey marketable title, she would owe $68,000 (the difference between the contract price and the property’s value shown at trial).
- Mary Kesterson appealed to the Oregon Court of Appeals.

## Issues

1. Whether the earnest money agreement was unenforceable under Oregon’s statute of frauds because the payment terms left open the timing and amount of monthly principal and interest payments.
2. Whether the agreement’s general property description, together with the sketch and objective extrinsic information, was too indefinite to allow specific performance.
3. Whether the agreement terminated automatically under a marketability/termination provision after the parties learned of title defects.
4. Whether Kesterson was entitled to rescission for mistake or restitution for reforestation and access-related expenditures.
5. Whether the trial court, sitting in equity, could order specific performance while also providing an alternative money award if marketable title could not be conveyed.

## Decision

- The Oregon Court of Appeals affirmed the amended judgment after de novo review.
- The court held the writing satisfied the statute of frauds and was sufficiently definite: the agreed price, down payment, interest rate, and monthly-installment structure provided a workable basis for enforcement even though some installment details were not filled in.
- The court held the property description was adequate when read with the sketch and objective, publicly available materials that allowed identification of the parcel and ruled out that the parties had some other property in mind.
- The court rejected Kesterson’s argument that the contract terminated by its own terms based on unmarketable title.
- The court rejected Kesterson’s rescission and restitution theories on the record presented.
- The court upheld specific performance and the alternative $68,000 monetary remedy if marketable title could not be conveyed.

## Legal Principles

- A memorandum for the sale of land satisfies the statute of frauds if it states the essential terms with enough certainty to permit enforcement; a contract is not void merely because it omits some payment mechanics when the missing details can be determined by objective calculation from the agreed price and interest terms.
- A land description is sufficient if the writing, including referenced materials such as a sketch, identifies the property with reasonable certainty; extrinsic evidence may be used to apply the written description to the property, not to supply a completely missing description.
- A marketability/termination provision does not necessarily cancel a land-sale agreement automatically upon discovery of a title defect; the clause is construed in context and does not bar specific performance where the buyer remains ready and willing to perform and the seller’s termination theory is inconsistent with the agreement.
- Rescission for mistake requires a showing that justifies equitable undoing of the bargain; dissatisfaction with the deal’s outcome is not enough.
- In an equity action over a land-sale contract, a court may decree specific performance and also provide alternative monetary relief to address the risk that marketable title cannot ultimately be conveyed.

## Conclusion

The Oregon Court of Appeals affirmed enforcement of the Meyers’ earnest money agreement, holding that the payment provisions and property description satisfied the statute of frauds when read with the sketch and objective identifying information, that the agreement did not terminate automatically due to title marketability concerns, and that equity permitted specific performance with an alternative $68,000 money award if marketable title could not be delivered.


Meyer v. Kesterson, 950 P.2d 896 (1997)