## Facts

- A building contractor negotiated with a real-estate investment entity to buy 104 platted lots near Kent, Washington.
- The buyer submitted a written earnest-money agreement offering $250,000 cash and tendered earnest money; the seller did not sign it.
- The seller’s trustees reviewed the offer, increased the price to $270,000, and returned the document with changes reflecting the higher price.
- The seller’s attorney informed the buyer’s attorney that the trustees’ action was not an acceptance, that negotiations had not produced a binding agreement, and that any approval remained contingent on further trustee approval.
- The buyer’s attorney responded asserting a binding agreement existed and stating the buyer was arranging financing in reliance on the sale.
- The seller’s attorney replied that no binding agreement existed, characterized negotiations as ongoing, and noted title-clearing issues could cause delay.
- No final, executed agreement at $270,000 was reached, and the sale did not close.

## Issues

1. Whether the parties’ negotiations, the unsigned earnest-money agreement, the trustees’ conditional action, and the correspondence created an enforceable contract to convey the lots.
2. Whether the trial court properly granted partial summary judgment dismissing the buyer’s claim for specific performance.

## Decision

- The Court of Appeals affirmed partial summary judgment dismissing the specific-performance claim.
- The record showed no final, enforceable land-sale contract; at most, it reflected continued negotiations and an agreement to agree.
- The seller’s communications expressly negated acceptance and reserved further trustee approval, defeating mutual assent.
- The writings did not satisfy the Statute of Frauds because there was no definitive writing signed by the seller containing the essential terms.
- Because no enforceable contract existed, specific performance was unavailable as a matter of law.

## Legal Principles

- A contract requires mutual assent; a purported acceptance that changes an essential term (such as price) is a counteroffer and continues negotiations rather than forming a contract.
- An express reservation that a transaction is contingent on future board or trustee approval weighs strongly against finding present intent to be bound.
- Under the Statute of Frauds for real-property conveyances, an enforceable agreement generally requires a writing signed by the party to be charged that includes the essential terms.
- Specific performance of a real-estate transaction requires a complete, definite, and enforceable contract; courts will not specifically enforce an agreement that leaves essential terms for future agreement.
- Summary judgment is proper when the dispositive question is contract formation based on undisputed writings and the record shows no enforceable agreement.

## Conclusion

The court held that the parties never formed a binding contract for the sale of the 104 lots because the seller did not sign an agreement, changed the offered price, and repeatedly conditioned any sale on further trustee approval; accordingly, specific performance was properly dismissed on summary judgment.


Wagers v. Associated Mortgage Invs., 19 Wash. App. 758, 577 P.2d 622 (Wash. Ct. App. 1978)