## Facts

- George and Alma Yackey owned 375 acres of undeveloped land in Fallbrook, California.
- Pacifica Development Company (a partnership) agreed to buy the property under escrow instructions.
- The price was largely payable by promissory note secured by a purchase-money deed of trust.
- The escrow included a “release clause” providing that specified principal payments would trigger release of a corresponding amount of acreage from the deed of trust lien.
- The clause did not specify which particular acres would be released first or the order/location of releases.
- Pacifica refused to perform and the transaction did not close on time.
- The Yackeys sued for breach of contract and sought damages; Pacifica denied liability and asserted fraud-based defenses and a fraud cross-complaint.
- At trial, Pacifica abandoned the fraud cross-complaint and argued the purchase agreement was void because the release clause was fatally indefinite.
- The trial court found (1) a contract existed, (2) Pacifica breached, and (3) the Yackeys proved $70,785.40 in damages, but entered judgment for Pacifica on the ground that the uncertain release clause rendered the entire agreement void and unenforceable.

## Issues

1. Whether a release clause requiring acreage releases in proportion to principal payments, but not specifying the exact parcels or sequence of releases, is so uncertain that it renders the entire real estate purchase contract void and unenforceable.
2. Whether precedent concerning indefinite release provisions compelled invalidation of the agreement.

## Decision

- The Court of Appeal reversed the judgment for defendants on the contract claim.
- The release clause was not so uncertain as to void the escrow agreement or the underlying purchase contract.
- The trial court erred in treating the clause’s lack of parcel-by-parcel sequencing as fatal indefiniteness.
- The case was returned for enforcement of the contract claim consistent with the determination that the agreement was enforceable and had been breached, with proven damages.

## Legal Principles

- Contracts are enforceable when the parties’ intent to be bound and the essential terms are reasonably ascertainable; courts prefer constructions that preserve enforcement over forfeiture.
- A release provision can be sufficiently definite when it uses an objective standard (e.g., releases keyed to principal payments), even if it omits mechanical details such as the precise order or location of released parcels.
- Uncertainty in a subsidiary performance detail does not necessarily invalidate an entire agreement where the core bargain (parties, property, price, and payment obligation) is clear.
- Prior authority on indefinite release clauses is limited to its facts and does not require voiding agreements where the release mechanism is objectively measurable and workable.

## Conclusion

The court held that the escrow’s acreage-release clause, though lacking a specified sequence of parcel releases, was workable and did not make the land sale contract void for uncertainty; the judgment denying the sellers recovery on that basis was reversed.


Yackey v. Pac. Dev. Co., 99 Cal. App. 3d 776 (Cal. Ct. App. 1979)