## Facts

- William and Shirley Nahn owned 1.26 acres of undeveloped land in St. Louis County, Missouri.
- The Nahns and Donald Soffer entered into a written one-year option contract giving Soffer the right to buy the property by written notice on or before June 28, 1987.
- The option included a zoning/permit provision allowing Soffer to void the option or any contract formed by accepting it if he could not obtain governmental approval to conduct the intended business on the property.
- About 18 days before the option expired, Soffer sent a letter stating he was exercising the option “subject to all terms of the option,” without naming a closing date.
- The one-year option period then passed without closing or execution of a separate sale contract.
- During the extended period after Soffer’s letter, Soffer did not pay certain real estate taxes he had agreed to pay under the option.
- The value of the property increased by more than \$100,000 during the delay.
- Soffer recorded an affidavit asserting he had exercised an option to acquire the property, which clouded the Nahns’ title.
- Soffer assigned his claimed interest to Ten‑Eighteen Investment Corporation, a corporation he used to hold the interest.
- Several months after exercising the option, Ten‑Eighteen entered into an option agreement with Shell Oil involving the same property, even though the Nahns still held record title.
- The Nahns told Soffer he had no ownership interest and demanded that he renounce any claim; after that demand, Soffer stated he would proceed to close.
- The Nahns sued to quiet title and remove the cloud; Soffer and Ten‑Eighteen counterclaimed for specific performance.

## Issues

1. When a real-estate option is exercised but no closing date is stated, is the purchaser required to close within a reasonable time?
2. Did Soffer’s delay and conduct (including failure to pay agreed taxes and the changed circumstances during the delay) support applying laches to bar specific performance and support quiet title for the Nahns?

## Decision

- The Missouri Court of Appeals affirmed the trial court’s judgment for the Nahns.
- The court upheld quiet title relief for the Nahns and rejected Soffer and Ten‑Eighteen’s counterclaim for specific performance.
- Even assuming Soffer’s timely notice formed an enforceable sale contract, the court held equity permitted denial of specific performance based on laches and related considerations tied to the lengthy delay and resulting harm to the Nahns.

## Legal Principles

- Exercising a real-estate option in accordance with its terms generally forms a bilateral contract of sale on those terms.
- If the option (or resulting contract) does not set a closing date, the law implies a duty to close within a reasonable time after exercise.
- Specific performance is an extraordinary equitable remedy; it is not automatic even if a valid contract exists.
- Laches can bar specific performance when the claimant, with knowledge of the claimed right, delays for an excessive time and the delay causes prejudice to the opposing party.
- In assessing prejudice for laches in land-sale disputes, courts may consider factors such as a recorded claim that clouds title, failure to perform agreed obligations (such as tax payments), dealings with third parties based on the claimed interest, and significant change in value during the delay.

## Conclusion

The court affirmed judgment for the Nahns because, although Soffer exercised the option before it expired, the absence of a stated closing date required closing within a reasonable time, and Soffer’s extended delay—paired with his failure to pay agreed taxes, the cloud on title, and changed conditions including a large increase in value—made specific performance unfair and supported quieting title in the Nahns.


Nahn v. Soffer, 824 S.W.2d 442 (1991)