## Facts

- TR-One, Inc. (seller/optionor) and Lazz Development Co., Inc., along with Louis Larizza (buyers/optionees), signed an option agreement dated May 20, 2004.
- The agreement granted Lazz an exclusive right and option to purchase “approximately 48 acres of vacant land located at 89 Mount Tom Road, Pawling, New York.”
- The agreement set a minimum purchase price of $1,600,000, with the final price tied to future development of the property.
- The agreement stated that the “exact size and location” of the parcel would be “defined and determined by a Survey map” to be obtained by the buyer at the buyer’s expense; the description was to be “agreed upon by the parties and then added as an exhibit to the contract of sale.”
- TR-One sued Lazz Development Co., Inc. and Larizza for damages for breach of the option agreement.
- Defendants moved for summary judgment in Supreme Court, Westchester County, arguing that the option agreement was unenforceable under New York’s Statute of Frauds because the property description was too vague.
- The trial court (Lefkowitz, J.) granted defendants’ motion for summary judgment and dismissed the complaint as against them (order dated April 4, 2011).
- TR-One appealed to the Appellate Division, Second Department.

## Issues

1. Whether an option agreement satisfies New York’s Statute of Frauds for real property transactions when it describes the land only as “approximately 48 acres” at a street address and states that the “exact size and location” will be fixed later by a survey and later agreement to be attached to a future contract of sale.

## Decision

- The Appellate Division, Second Department affirmed the order granting summary judgment to Lazz Development Co., Inc. and Louis Larizza.
- The court held that, on its face, the agreement did not describe the real property with sufficient certainty to satisfy General Obligations Law § 5-703.
- Although the agreement was definite enough as to purchase price, the property description was so indefinite that it was “impossible to identify the subject property with the degree of certainty necessary” under the Statute of Frauds.
- Defendants established entitlement to judgment as a matter of law by showing the agreement’s failure to meet the Statute of Frauds, and TR-One failed to raise a triable issue of fact in opposition.
- The complaint was dismissed as against the moving defendants, with costs.

## Legal Principles

- A contract (including an option agreement) for the conveyance of an interest in real property must satisfy the Statute of Frauds (General Obligations Law § 5-703).
- To satisfy the Statute of Frauds, the signed writing must designate the parties, identify and describe the subject matter (including the real property), and state the essential terms of a complete agreement.
- A property description is insufficient if the writing, on its face, does not allow the land to be identified with the required degree of certainty.
- A description that expressly leaves the parcel’s “exact size and location” to be determined later by a future survey and later agreement can render the writing unenforceable because the writing does not itself fix what land is subject to the transaction.
- On summary judgment, once defendants show that the writing is too indefinite to satisfy the Statute of Frauds, the burden shifts to the plaintiff to raise a triable issue of fact; conclusory opposition does not defeat the motion.
- Indefiniteness in the land description can be dispositive even where other essential terms, such as the purchase price, are adequately stated.

## Conclusion

In *TR-One, Inc. v. Lazz Development Co.*, the Appellate Division affirmed dismissal of the seller’s breach-of-contract claim because the option agreement did not satisfy New York’s Statute of Frauds: the agreement identified the property only as “approximately 48 acres” at a street address and expressly deferred the parcel’s exact size and location to a future survey and later agreement, making the subject property impossible to identify with the required certainty, even though the price term was sufficiently stated.


TR-One, Inc. v. Lazz Development Co., 945 N.Y.S.2d 416 (2012)