## Facts

- Wiard, a landowner, signed a written “proposal” to sell approximately 56 acres of land (including a racetrack) to Brown, “or his heirs or assigns,” for $125,000, reciting nominal consideration of $1.
- Wiard delivered the signed paper to his agent, Kennedy, to forward to Brown.
- Brown never communicated acceptance of the proposal to Wiard, and no person acting for Brown communicated acceptance to Wiard.
- Despite the lack of acceptance, Kennedy claimed to be Brown’s assignee, had the instrument witnessed, and caused it to be recorded in the public records.
- Wiard learned the paper had been recorded and filed an equitable action against Brown and Kennedy seeking delivery up and cancellation of the recorded instrument to remove its effect on title.
- The trial court entered judgment for Wiard ordering the paper delivered up and canceled; Kennedy appealed, and the trial court also denied a motion for new trial.

## Issues

1. Whether the signed writing was a binding land-sale contract despite no communicated acceptance, creating enforceable rights in Brown or an alleged assignee.
2. Whether equity may order delivery up and cancellation of a recorded instrument that is unsupported by any contract and operates as a cloud on the owner’s title.

## Decision

- The California Supreme Court affirmed the judgment ordering the paper delivered up and canceled and affirmed the order denying a new trial.
- The court held the writing was only an unaccepted proposal; without communicated acceptance, there was no mutuality and no binding contract of sale.
- Because the recorded instrument appeared to affect title yet lacked any valid contractual basis, equitable cancellation was an appropriate remedy to remove the cloud on title.

## Legal Principles

- A signed writing proposing to sell land does not become a binding contract without acceptance communicated to the offeror; absent communicated acceptance, there is no mutuality of obligation.
- A nominal consideration recital in an offer does not substitute for acceptance or create mutual contractual duties where no acceptance is communicated.
- Equity may order a recorded instrument delivered up and canceled when it is not supported by any legal right and its recordation creates a cloud on the true owner’s title.

## Conclusion

The court concluded that an unaccepted written proposal to sell land created no enforceable contract and that equity could cancel the recorded instrument to clear the owner’s title from an invalid, misleading cloud.


Wiard v. Brown, 59 Cal. 194 (Cal. 1881)