Kofmehl v. Baseline Lake, LLC
305 P.3d 230
Wash.2013Background
- Kofmehl contracted to buy approximately 30.12 acres from Baseline for $1,650,000 with $50,000 earnest money; the written Agreement omitted a full metes-and-bounds legal description and referenced 30.12 acres inside FU 182, Block 73.
- Baseline’s pre-contract map and later short plat showed three parcels: Lot 1 (≈30.12 acres) offered for sale, Lot 2 (3.93 acres) marked “EXCLUDED,” and Lot 3 (9.04 acres) not part of the sale.
- At closing Baseline tendered title to Lot 1 (the 30.12-acre short plat parcel); Kofmehl refused to close claiming the sale should include the excluded 3.93 acres and that the seller had not ensured “accessibility of city sewer.”
- Trial court ruled the Agreement violated the statute of frauds, awarded Kofmehl restitution and fees; Court of Appeals reversed the restitution and attorney-fees awards and remanded.
- The Washington Supreme Court affirmed the Court of Appeals: because longstanding Washington law bars restitution to a buyer under a statute-of-frauds-invalid land contract unless the seller repudiated or was not ready, willing, and able to perform, and disputed facts exist about contract meaning and performance, summary judgment for either party was improper.
Issues
| Issue | Plaintiff's Argument (Kofmehl) | Defendant's Argument (Baseline) | Held |
|---|---|---|---|
| Whether buyer may recover earnest money after a land contract is invalid under the statute of frauds | Kofmehl: Yes — trial court correctly awarded restitution because there was no meeting of the minds and the sale failed | Baseline: No — established rule bars restitution unless seller repudiated or was not ready, willing, and able to perform | Held: Schweiter rule applies; restitution barred unless buyer proves seller repudiated or was not ready, willing, and able to perform |
| Which party bore burden to prove repudiation / inability to perform | Kofmehl: Burden should not be on buyer because contract was unenforceable; trial court properly returned parties to pre-contract positions | Baseline: Buyer must prove seller breached or repudiated; policy of statute of frauds favors protecting vendor | Held: Burden on buyer to prove seller repudiated or was not ready, willing, and able to perform |
| Whether Baseline tendered the land called for by the Agreement (did transaction include the 3.93-acre excluded parcel?) | Kofmehl: Agreement (and pre-contract materials) show intent to convey the excluded 3.93 acres; price increase reflects added land | Baseline: Agreement repeatedly states 30.12 acres; seller tendered Lot 1 which equals 30.12 acres and complied with the Agreement as written | Held: Genuine factual dispute exists over contract meaning; summary judgment for either side improper |
| Whether condition “accessibility of city sewer” required Baseline to construct sewer | Kofmehl: Condition required Baseline to build/securingly provide sewer access before closing | Baseline: Condition satisfied by existing easements and city confirmation that sewer could be provided; buyer contemplated building sewer himself | Held: Term ambiguous; factual inquiry required to determine parties’ intent and whether condition was met |
Key Cases Cited
- Schweiter v. Halsey, 57 Wn.2d 707 (Wash. 1961) (buyer may not recover earnest money under a statute-of-frauds-invalid land sale if seller has not repudiated and is ready, willing, and able to perform)
- Dubke v. Kassa, 29 Wn.2d 486 (Wash. 1947) (same rule about restitution where vendor ready and willing to perform)
- Johnson v. Puget Mill Co., 28 Wash. 515 (Wash. 1902) (seller’s repudiation must be shown before purchaser can recover)
- Soules v. Cox, 53 Wn.2d 598 (Wash. 1959) (purchaser must prove vendor breached to obtain rescission and return of earnest money)
- Park v. McCoy, 121 Wash. 189 (Wash. 1922) (buyer entitled to rescind where seller tendered less land than was promised in the earnest-money receipt)
- Goedecke v. Viking Inv. Corp., 70 Wn.2d 504 (Wash. 1967) (availability of public sewer can satisfy a contract condition where parties’ intent and facts support that interpretation)