Lead Opinion
Majority: SILVER, MEAD, and GORMAN, JJ.
Dissent: ALEXANDER, J.
[¶ 1] Maureen Hemond appeals from a judgment of the Superior Court (Cumberland County, Cole, J.) granting summary judgment in favor of the Brown Development Corporation on its complaint for specific performance of a contract for the sale of real estate. Hemond argues that the Superior Court erred in applying the statute of frauds to bar consideration of an alleged oral condition precedent. We vacate the judgment.
I. BACKGROUND
[¶ 2] Maureen Hemond owns property in Scarborough.
[¶ 3] On April 17, 1997, the Hemonds entered into a written agreement to sell a portion of their property to Brown.
[¶4] On February 1, 1998, the He-monds signed a written document styled as an “AGREEMENT FOR SALE OF ADDITIONAL PARCEL OF REAL ESTATE” in which they agreed to convey to Brown “the small parcel of land located between Lot 1, Lot 2 and the right-of-way, all as more fully shown on the Sebe-go [sic] Technics plan, Project Number 94438.” Despite the characterization of the land to be conveyed as an additional parcel of real estate in the title of the document, it appears that the small parcel is the same piece of property described in the April 17, 1997, agreement as lot # 3. Thus, the February 1, 1998, agreement accomplishes nothing other than to confirm the Hemonds’ continuing obligation, as established in the earlier agreement, to
[¶ 5] Brown fully performed its obligations and the parties closed on two of the properties on March 4, 1998. The Hemonds did not transfer the small parcel at that time; they only transferred two of the lots because of an apparent desire to avoid subdivision regulations, which they thought would come into play if more than two properties were transferred or developed within a five-year period.
[¶ 6] Some time after the five-year period had expired, Brown approached He-mond regarding the transfer of the small parcel. Hemond refused to convey the parcel based on Brown’s failure to acquire the Davidson lot. Brown then brought the present action in the Superior Court.
[¶ 7] Hemond asserts that there was an oral condition on the transfer of the small parcel. She states that it was only to be conveyed if Brown acquired a lot from a third party (the Davidson lot), a lot that was effectively bounded by the lots Hemond was conveying to Brown.
[¶8] In its order granting summary judgment to Brown, the Superior Court noted that Brown had a viable claim for specific performance because real property is unique. It concluded that the contract met the requirements of the statute of frauds. Further, it appears to have concluded that, because the contract was not integrated, extrinsic evidence was not barred by the parol evidence rule and could be considered. However, instead of considering this evidence, the court concluded that to permit extrinsic evidence of an oral condition would “contradict[ ] the core purpose of the statute of frauds.”
[¶ 9] Hemond argues that the Superior Court erred in applying the statute of frauds and in barring extrinsic evidence of an oral condition to the written contract.
[¶ 10] A grant of summary judgment is reviewed for errors of law, with the evidence viewed in the light most favorable to the party against whom judgment was entered. Reliance Nat’l Indem. v. Knowles Indus. Servs., Corp.,
[¶ 11] The statute of frauds reads: No action shall be maintained ... [u]pon any contract for the sale of lands, tenements or hereditaments, or of any interest in or concerning them ... unless the promise, contract or agreement on which such action is brought, or some memorandum or note thereof, is in writing and signed by the party to be charged therewith....
33 M.R.S. § 51(4) (2007). The purpose of the statute of frauds is to prevent actions based on false claims. Wells Fargo Home Mortgage, Inc. v. Spaulding,
[¶ 12] While a contract must be in writing, almost any writing is sufficient for statute of frauds purposes. Wells Fargo Home Mortgage, Inc.,
[¶ 13] The parol evidence rule “operates to exclude from judicial consideration extrinsic evidence offered to vary, add to, or contradict the terms of an integrated written agreement.” Clarke v. DiPietro,
[¶ 14] If a contract is integrated, evidence offered to alter unambiguous language will be excluded by the rule. Rogers,
[¶ 15] This is also true regarding evidence of oral conditions. Id. “Where the parties to a written agreement agree orally that performance of the agreement is subject to the occurrence of a stated condition, the agreement is not integrated with respect to the oral condition.” Paine v. Paine,
[¶ 16] In Rogers, the debtor argued that there was an oral condition on a promissory note that provided that he would only make payments on the note if he were able to do so. Id. ¶ 2,
[¶ 17] Here, the agreement between the parties is not integrated: there is no integration clause; the agreements are extremely sparse in their language; and, given that both parties agree that there was to be a five-year delay in conveying the small parcel and that this is not reflected in the language of the agreements, clearly the parties contemplated at least some oral terms. At most, the agreement is partially integrated. Therefore the question becomes whether the alleged oral condition contradicts the written terms of the contract.
[¶ 18] Our holding in Rogers governs here. An alleged oral condition precedent requiring Brown to acquire the Davidson lot before Hemond’s duty to perform arises cannot be said to “contradict” or be “repugnant” to the terms of the agreement between the parties. The alleged oral condition does not vary or alter the written terms: it does not alter the property to be conveyed; it does not alter the parties involved; and it does not alter the consideration agreed to by the parties.
[¶ 19] In asserting that there was an oral condition precedent to the transfer of the small parcel, Hemond raised a genuine issue of material fact. For example, in her statement of material facts on Brown’s summary judgment motion, Hemond asserted that “the small parcel of land at issue in this case would be conveyed to Brown Development only if it acquired ... the ‘Davidson Property,’ and then only to provide access to the Davidson Property....” This issue is genuine because there is evidence sufficient to require a choice by the fact-finder between
The entry is:
Judgment vacated. Remanded to the Superior Court for proceedings consistent with this opinion.
Notes
. Her husband, Fernand Hemond, was a party to these transactions but died prior to the instant action.
. There appear to be a number of disagreements between the parties as to exactly what documents constitute the contract and what the contract's terms are. Apart from the issues addressed below, we reach no conclusions regarding these points because they were not raised on appeal. Further, there has been no argument to the effect that any failure by the parties to specifically describe the property to be transferred rendered the contract unenforceable. This issue is not addressed here.
. Hemond further argues that the parties had agreed that the small parcel was to be used only for access to the Davidson lot and no structure was to be built upon it.
. Hemond also argues that enforcement of the contract is barred by 33 M.R.S. § 1 (2007), which states:
All contracts entered into for the sale or transfer of real estate and all contracts whereby a person, company or corporation becomes an agent for the sale or transfer of real estate shall become void in one year from the date such contract is entered into unless the time for the termination thereof is definitely stated.
Hemond argues that under this statute, Brown’s delay in seeking to enforce the contract voids it. The predecessor to section 1 was passed by the Maine Legislature in 1911 to prevent brokers and agents from using confusing contracts that provided for commissions for the sale of the property regardless of when the sale occurred. P.L. 1911, ch. 157 (approved March 30, 1911); see also Goodwin v. Luck,
Her argument is unpersuasive. We have held that “neither party [to the contract has] the right to insist upon a further performance of the [contract at issue], unless by the acts or conduct of the parties they were estopped to question the validity of the contract.” Odlin,
. Hemond will not receive any additional funds or benefit if the small parcel is conveyed after the oral condition is satisfied.
. Clearly, this discussion does not prejudge the credibility of Hemond’s evidence of this alleged oral condition. "The existence of the oral condition is ... a question of fact; [appellant] is entitled to present his evidence on that question even though the fact-finder may receive it with skepticism.” Rogers v. Jackson,
Dissenting Opinion
dissenting.
[¶ 20] I respectfully dissent. As the Superior Court’s judgment determined, there is no reference to the “Davidson lot” so-called in any of the parties’ written agreements. Accordingly, the Superior Court correctly determined that Hemond’s effort to amend the written agreements by claiming an oral side agreement that Brown would acquire the Davidson lot is barred by the statute of frauds. I would affirm the judgment of the Superior Court.