## Facts

- The Boyds listed their Narragansett, Rhode Island home for sale for $325,000 through broker Joan Carter.
- The Smiths expressed interest through their realtor and negotiated, through the agents, for purchase of the house at $325,000 with certain items of personal property included and a proposed closing date of April 25, 1988.
- Carter filled out a standard purchase-and-sales agreement reflecting the negotiated terms, and the Smiths signed it; the Boyds did not sign that document.
- On the same day, the Durigans submitted a separate written purchase-and-sales agreement for the same property at the same closing date, without additional personal property, and they signed it.
- Carter presented both signed buyer offers to the Boyds at the same time and told them they could accept either offer or reject both.
- The Boyds signed only the Durigans’ agreement.
- The Smiths sued seeking specific performance and an injunction to prevent the sale to the Durigans, alleging an enforceable oral contract with the Boyds.
- After a bench trial, the Superior Court enjoined the sale to the Durigans and ordered the Boyds to convey the property to the Smiths.

## Issues

1. Whether the parties’ negotiations created a binding and enforceable contract for the sale of the property to the Smiths despite the absence of a writing signed by the Boyds.
2. Whether the statute of frauds barred enforcement and specific performance of the alleged oral land-sale agreement.

## Decision

- The Rhode Island Supreme Court reversed the Superior Court’s judgment.
- The court held that no binding contract existed between the Boyds and the Smiths.
- The court vacated the injunction and the specific-performance order, permitting the sale under the Boyds’ signed agreement with the Durigans.

## Legal Principles

- A contract for the sale of real property is unenforceable under the statute of frauds unless evidenced by a written memorandum signed by the party to be charged, subject only to limited exceptions.
- Contract formation turns on objective manifestations of mutual assent, not a party’s undisclosed intent.
- When the parties’ course of dealing and the transaction context indicate that no obligation arises until execution of a signed purchase-and-sales agreement, detailed negotiations and an unsigned draft or form do not establish a binding contract.
- Exceptions to the statute of frauds (such as an unequivocal admission of the contract or acts of reliance amounting to part performance) require proof that clearly supports enforcement; absent such proof, specific performance is unavailable.

## Conclusion

Because the Boyds never signed the Smiths’ purchase-and-sales agreement and did not otherwise objectively manifest assent to be bound before signing a written contract, the statute of frauds barred enforcement of the alleged oral agreement and the Smiths were not entitled to specific performance.


Smith v. Boyd, 553 A.2d 131 (R.I. 1989)