## Facts

- Merval and Susan Porter owned a 52-acre farm in Bar Harbor, Maine, with a farmhouse and large barn.
- Joan Sullivan began managing a horse stable on the property in December 1999; she and David Andrews planned to operate a horse trail-riding and lesson business there.
- In August 2000, Merval Porter offered to sell the farm for $350,000, with owner financing at 5–7% interest for 20–30 years, and a $20,000 down payment.
- Sullivan and Andrews orally accepted, stated they would refinance their home to obtain the down payment, and Merval said he would contact his attorney to prepare paperwork.
- In September 2000, the Porters moved out, gave Sullivan and Andrews the keys, and Sullivan and Andrews took possession.
- Sullivan and Andrews began operating the horse business and made substantial improvements and renovations to the property, investing significant labor and money while the Porters observed the work.
- Merval Porter reassured Sullivan and Andrews he would honor the agreement, declined an initial offer of $10,000 before paperwork, but later accepted $3,000 toward the down payment.
- After an appraisal valued the property at $250,000, Sullivan and Andrews confirmed in writing they would still pay $350,000.
- Merval then proposed new terms: $450,000 purchase price with a $50,000 down payment.
- Sullivan and Andrews sued for specific performance of the alleged oral contract; a jury found an enforceable oral contract and found equitable issues (including part performance and reliance) in their favor; the trial court ordered specific performance.

## Issues

1. Whether sufficient evidence supported the jury’s finding that the parties formed an enforceable oral contract for the sale of the farm.
2. Whether the statute of frauds barred enforcement, or whether part performance and reasonable reliance permitted enforcement of the oral land-sale agreement.
3. Whether alleged errors in jury instructions or the special verdict form required reversal.
4. Whether ordering specific performance (and enforcing contract terms stated in ranges) was error or an abuse of discretion.

## Decision

- The Supreme Judicial Court of Maine affirmed the judgment ordering specific performance.
- The evidence, viewed favorably to the prevailing parties, supported the jury’s finding that an oral contract existed with essential terms (price, down payment, and financing ranges) agreed upon.
- The statute of frauds did not bar enforcement because plaintiffs’ possession and substantial improvements, made with defendants’ knowledge and assurances, constituted part performance and reasonable reliance sufficient for equitable enforcement.
- Challenges to jury instructions and the special verdict form were largely unpreserved and, in any event, did not warrant reversal when the charge and form were considered as a whole.
- Specific performance was appropriate given the uniqueness of real property and plaintiffs’ substantial reliance; the trial court acted within its discretion in supplying reasonable implementing terms within the agreed ranges.

## Legal Principles

- An oral contract for the sale of land may be found enforceable when the factfinder can infer mutual assent to essential terms from testimony and the parties’ conduct.
- The statute of frauds may yield in equity where a party, induced by the other side’s assurances, takes possession and undertakes substantial improvements or other actions that would be difficult to explain absent a contract.
- Instructional and verdict-form errors generally require timely, specific objection to be reviewed on appeal; instructions are evaluated in their entirety for legal correctness.
- Specific performance is a discretionary remedy commonly available for land-sale contracts when contract terms are reasonably certain, the property is unique, and damages are inadequate; a court may supply reasonable details to carry out a contract that sets terms within an agreed range.

## Conclusion

The court upheld enforcement of an oral agreement to sell a farm because the evidence supported contract formation and plaintiffs’ possession and substantial improvements, made in reliance on defendants’ assurances, justified equitable enforcement despite the statute of frauds; specific performance was affirmed as an appropriate remedy.


Sullivan v. Porter, 861 A.2d 625 (Me. 2004)