## Facts

- A timber company owned roughly 58,900 acres in Oregon known as the Eden Ridge Tract, partly inside and partly outside the Siskiyou National Forest boundary.
- In 1934, the company and the United States executed a sealed agreement under which the United States would expand the forest boundary to include the tract, and the company would convey the land to the United States after harvesting merchantable timber.
- For years, the tract was treated in practice as within the national forest.
- In 1958, the United States altered the forest boundary to exclude portions of the tract; official maps and Forest Service conduct thereafter treated the excluded lands as outside the forest.
- After 1958, the United States did not demand conveyance and the landowner did not convey additional land under the 1934 agreement.
- In 1961, the United States first formally asserted that the 1934 agreement remained binding.
- Georgia-Pacific acquired the tract in 1962 and made substantial investments in management and operations, allegedly relying on the boundary change, maps, and years of governmental inaction indicating no continuing conveyance obligation.
- In 1967, the United States sued for a declaration that the agreement was enforceable and for specific performance requiring conveyance.
- The district court found the agreement valid but denied relief as unenforceable due to frustration of purpose; the United States appealed.

## Issues

1. Whether the United States could enforce the 1934 agreement for conveyance of the tract despite the 1958 boundary retraction and subsequent governmental conduct.
2. Whether equitable estoppel could bar the United States, acting in a proprietary/contractual capacity and seeking specific performance, from enforcing contractual rights after long inaction and conduct inducing reliance.

## Decision

- The Ninth Circuit affirmed judgment for Georgia-Pacific.
- The court affirmed on equitable estoppel grounds rather than frustration of purpose.
- The court held that, because the United States was acting as a contracting party seeking equitable relief, equitable defenses could apply.
- The government’s extended inaction and conduct inconsistent with enforcement—especially after the boundary retraction—reasonably induced Georgia-Pacific’s detrimental reliance, barring specific performance and declaratory relief.

## Legal Principles

- Equitable defenses, including estoppel, may be asserted against the United States when it acts in a proprietary capacity rather than performing sovereign functions.
- Equitable estoppel requires satisfaction of the traditional elements, including misleading conduct and reasonable, detrimental reliance.
- A party seeking specific performance must come to equity with clean hands; substantial delay and conduct creating contrary appearances may justify denial of equitable relief.
- Affirmance may rest on a ground supported by the record even if different from the trial court’s rationale.

## Conclusion

The Ninth Circuit refused to compel conveyance under a decades-old land agreement because the United States, acting as a contractual party and seeking equitable remedies, was equitably estopped by its long inaction and post-boundary-change conduct that led the private successor to reasonably and detrimentally rely on nonenforcement.


United States v. Georgia-Pacific Co., 421 F.2d 92 (9th Cir. 1970)