## Facts

- Wiley (plaintiff) owned a home and entered into an exclusive 60-day listing contract with Tom Howell & Associates, Inc. (Howell) (defendant), a real estate brokerage.
- In the contract’s “special stipulations” section, the parties added a handwritten phrase: “w/option to accept appraised in 60 days.”
- Wiley contended that the handwritten language meant that if the home did not sell to a third party within 60 days, Howell would be required to purchase the home for its “appraised value,” and Wiley could decide whether to accept that appraised price.
- The home did not sell within the 60-day listing period.
- After the 60 days expired, Howell did not make an offer to purchase the home at an appraised value.
- Wiley later moved out of state and became unable to continue making payments on the home.
- The home was sold at a foreclosure sale.
- Wiley sued Howell seeking to enforce the alleged agreement requiring Howell to purchase the home (seeking specific performance).
- Howell moved for summary judgment, arguing the alleged option to purchase real estate did not satisfy Georgia’s Statute of Frauds because the writing did not state consideration with sufficient certainty.
- The trial court granted summary judgment to Howell, and Wiley appealed.

## Issues

1. Whether the handwritten listing-contract phrase “w/option to accept appraised in 60 days” satisfied Georgia’s Statute of Frauds for an option contract to purchase real property by stating the consideration (price) or providing a definite method to determine it.

## Decision

- The Court of Appeals of Georgia affirmed the grant of summary judgment for Howell.
- The court held that an option contract for the sale of real property falls within the Statute of Frauds and must include the essential terms in writing, including consideration.
- Although the listing contract sufficiently identified the parties and the property, it did not state the consideration with sufficient certainty.
- The phrase “appraised” did not provide a definite purchase price or an objective “key” for determining price because the writing did not specify who would perform the appraisal, what appraisal would control, or any procedure or standard for fixing the “appraised value.”
- Because the writing lacked a definite pricing term or method, the court would not use extrinsic evidence to supply the missing essential term, and the alleged option was unenforceable.

## Legal Principles

- An option contract for the sale of real property is within the Statute of Frauds and must be evidenced by a writing that (a) identifies the buyer and seller, (b) describes the property, and (c) states the consideration.
- Option contracts for the sale of real estate require the same definiteness as other contracts; the essential terms include the price and, where applicable, terms of payment.
- A real-estate option must state the purchase price or provide definite, objective criteria (a “key”) by which the purchase price can be calculated from the writing itself.
- In an action seeking specific performance of a contract to convey real property, a court will not enforce a contract whose terms leave the court to determine the parties’ intent by guesswork.
- Extrinsic (parol) evidence may explain certain ambiguities, but it cannot be used to supply an essential term that the Statute of Frauds requires to appear in the writing.

## Conclusion

The court affirmed summary judgment for the brokerage because the listing-contract notation “w/option to accept appraised in 60 days” did not state a definite purchase price or a definite method for determining price, so the alleged option to purchase the home failed Georgia’s Statute of Frauds and could not be specifically enforced.


Wiley v. Tom Howell & Assoc., Inc., 267 S.E.2d 816 (1980)