Martin v. Scholl

MARTIN, Rodney Plaintiff Respondent,

and SCHOLL, George H. Executrix of

Bernice Estate, George Nielsen, H. Nielsen, and Chaffin H. R. Chaffin Arthur Clark Company, Russell, limited a Utah City, Investment Lake for defend- John D. Salt Appel- partnership, and Defendants appellants. ants and lants. Roberts, Raymond L. J. Etchev- Gordon Roche, City, Lake Dave erry, Kent 0. Salt

No. 17542. McMullin, respon- Payson, of Utah. Supreme dent. Nov. 1983.

HOWE, Justice: George H. Invest- Defendant Chaffin Company, partnership, limited ment plain- granting reversal of a decree seeks Rodney specific performance Martin tiff which the trial court found an oral contract George H. Chaffin had deceased convey to him certain made to or devise Genola, County. property in real working began Martin as a ranch laborer He became foreman for Chaffin prop- all of farm and ranch over Chaffin’s capaci- in that erties in 1947 and continued January ty beyond death to Chaffin’s Company disputed 1976. The Investment the trial court found that Chaffin orally agreed convey to Martin 1947 had 120 acres of land referred to as “the home place” working if would continue as Martin remained, receiving a his foreman. Martin salary occasional raises. The trial long he court determined that labored and, wife, unusual hours with his rendered personal services to in reliance Chaffin formed the contract. 1968 Chaffin Company the Investment of his plan conveyed prop- certain real estate it, including ranch. erty to the 120 acre had no The trial court found that Martin further, and, conveyance notice of gift of an interest the Investment had made to Mar- Company service, in 1969 was for his faithful tin The trial agreement. to the 1947 unrelated court held that Chaffin had breached with- agreement when he died the ranch having out or devised Consequently Randall v. Tracy Martin was Collins & Trust Compa- to Martin. specific granted performance decree of ny, a 305 P.2d which, as against Company Investment nephew’s change the case we held that the trustee, held for a the ranch constructive Ogden residence from to Provo in order to against No cause of action found him. aunt, live near to care for her and to the of the Chaffin estate. executrix manage her met affairs standard. Professor Corbin states similar standard: in of review stated Our standard t Co., 6 Collins Trus (1) performance pur- The must be in (1956): 483 Utah 2d suance of contract and in the reasonable (2) of facts if record equity performance

In an review the reliance thereon ... if preponderance, a fair or even remedy shows must be such that the of restitu- evenly, is balanced the trial the evidence adequate reasonably (3) tion not ... be If the court should sustained. performance must be one that inis vague is so and uncertain that degree some evidential of the existence obviously erroneous, finding is there the readily explainable not contract and finding on may be a new review. ground. other gift Ordinarily a verbal of land or § (1950). Contracts, 2 Corbin on 425 An- convey an oral land is within explains: other of the rule statement However, the of frauds. the doc statute Part to be sufficient take part performance a court of trine of allows a ease out of the statute must consist of agreement, oral if it equity to enforce an clear, definite, unequivocal acts of partially performed, has notwith been thereon, party strictly relying refera- § U.C.A., 1953, standing the statute. 25- contract, ble to and of such character provides: 5-8 Statute of Frauds it impossible impracticable Nothing chapter in this shall contained quo, place parties in status mere abridge powers be construed to being nonaction insufficient. specific compel perform courts C.J.S., Frauds, (1943). Statute of agreements part per in case ance of in The critical observation to make read- thereof. formance ing these delineations of what constitutes elderly prom- In the context of aunt’s sufficient is that it must to her nephew, ise devise proved strong Whether evidence. our standard of sufficient Court outlined phrased terminology in where “reliance” part performance: is a substan- evidentiary measurement First, oral contract terms and its change “per- in position tial in or worded definite; second, clear and must be where the measure- language formance” acts done the contract appear to ment is the acts be a whether definite; equally clear and must be they result of or whether third, the acts must be reliance on explainable ground, strong, on another acts reliance must be contract. Such evidentiary acts-oriented standard a) they would not have such This rather than stant. acts-oriented word- existed, performed had the evidentiary requirement is oriented consist- b) perform the failure to ent with one functions of of the worthwhile promisor would result in fraud on It is: the Statute of Frauds. relied, performer damages who since evidentiary impose] high inadequate. [to would be Reliance by which real estate contracts must ways, innumerable all of which proved qualify specific per- exclusively to a. could refer the contract. always Equity formance. demanded provision pre- This reliance included to a contract more be- vent unfounded and claims conclusive fraudulent estate, perfect remedy” granting fore its “most against a decedent’s which are specific performance inherent within such situations this. ... as Ap- position, evidentiary Part Performance concern was satis- “The Doctrine Utah,” 9 fied since was uncontested that plied Land Contracts to Oral young plans woman’s sacrifice of of future Review Utah Law independence and continued service were a Lloyd, in Price v. This Court Crucially sig- result of an actual contract. (1906), judgment reversed a P. fact that the nificant was the existence of land to a niece who had had awarded the contract had been admitted as true. the de- personal services for performed Further: husband, and, had moved with her ceased agreement certain was distinct and judgment was re- property. onto his plaintiff as to what should receive. niece’s use of the land versed because the uncertain, vague, unde- There was her uncle were insuffi- and other acts for expectation fined of benefits to be de- “that her status or relation cient evidence rived, positive promise,— but a distinct that not to enforce had so far altered plaintiff gift, a in not to make but consid- unjust and a ... inflict[ed] services, her_ eration of certain bestow loss to She unconscionable ... property. upon her her entire strong equities ... as ... no such [showed] 486, Consequently, in independent Id. at 33 P. at 220. required to be shown are Brinton, equity and the statute of at both parol gift or verbal contract.” Id. verifying an purpose frauds’ actual 101, Speaking of certain 86 P. at 772. accomplished. land, were improvements the niece made to this Court stated: Similarly, high a this Court maintained improve- opinion are of the that the in evidentiary Hey- Natta v. Van

[W]e 376, (1920). wood, value or character ments are not of such 195 P. 192 We operation take the case out of the as to stated: Furthermore the evi-

of the statute. class of cases should be scruti- [T]his satisfy not us with that clear- dence does care; particular nized with and unless persuasion required by the au- ness and pos- the circumstances the under they were made conse- thorities itive, clear, convincing, and the relief pursuance quenc gift, of a should, will, sought denied. [sic] convey, they or that are other- promise to Significantly, 195 P. at 194. Id. Indeed, there is wise referable thereto. only many neighbors’ friends’ add testimo- proving no direct evidence such little or ny supported the fact, any circumstance from nor is there plain- existence of an oral contract and the reasonably inferred ... which it upon reliance it: tiff’s improvements] as consistent ... are [The plaintiff accepted the offer of the [T]he premises interest in the less with some [decedent], Joseph McCullough said in free- than a freehold as with an estate possession proper- entered into of all hold. estate, ty and at all times of said worked Lloyd, 86 P. at 770. Price v. Id. Joseph McCullough for the said until his death, compensation, except strong evidentiary standard had without This Cott, plaintiff was drafted into the Unit- in Brinton v. when been observed Van There, army, during which time the 33 P. 218 re- ed States McCullough prop- Joseph the. said leased the language, this held that liance subject erty belonging to his said estate failure to fulfill the contract defendant’s lease should upon rights of the to the condition said would work a fraud discharge and re- gave up plans upon future canceled plaintiff since she perform person- herein from independence faithfully turn plain- army; the retirement of al services of incalculable value for the army he returned Although young woman’s tiff from service defendant. McCullough, Joseph continued of ser- to the said reliance was terminated, thereupon the lease change vice rather than substantial again possession went into property sion of the purchase and the estate, of said strip adjoining and contin- land was reasonably ex- possess the same and plainable ued to care for and grounds other than the exist- Joseph McCullough, the said remain with ence anof oral contract. compensation, until the death of without recently As as in McDonald v. Barton McCullough ... said Corp., Utah, Brothers Investment P.

Id. at at 192. (1981), P.2d 851 another inter vivos trans case, fer of land require reaffirmed the suggested, greatest As we have val- ment of referable acts of re requirement ue of the refera- liance. We articulated: evidentiary signifi- acts of reliance is ble .its cance. If the acts relied on were not done in the execution of the oral contract but can be must be ex-

[A]cts explained on another ground, they clusively referable to the contract in that insufficient to remove the possession bar of the party seeking spe- statute of frauds and the contract is un- improvements cific and the him enforceable. reasonably explica- must be postulate ble on the that a contract Dillman, Id. at 853. See also Coleman v. exists The reason [Citations omitted.] Utah, (1981); 624 P.2d 713 Holmgren requirement equita- for such is that the Brothers, Ballard, Utah, Inc. v. ble doctrine is based (1975). Jackson, 611 Cf. Jackson v. 122 estoppel and part on unless the acts of 507, (1953) (where Utah 252 P.2d 214 exclusively referable to property agreement settlement in- was an contract, nothing the there is to show sufficient memorandum of an oral contract changed that the relied on it or to remove the contract from the statute position prejudice his to his ... promisee’s and the raising of the children Estate, 40, 44, re 2 269 In Roth’s Utah agreed proper- was a term she had into 278, P.2d 281 ty settlement rather than an act Price, 559, contract). In v. Ravarino 123 Utah 260 referable to the oral (1953), quoting 570 P.2d from the earlier However, as the Brinton Van Natta case, we Lloyd Price v. remarked: allude, cases where the contract is admitted plaintiff may “... In order that a independent strong prove or acts which permitted give evidence of a contract exists, requirement of exclu- writing, very not in is in the which sively referable acts has been relaxed. law, nullity teeth of the statute and a at Therefore, in the case of In re Roth’s Es- it is equi- essential that he establish [in tate, supra, we remanded with instructions ty], by positive proof, clear and acts and grant specific performance because even things pursuance done in and on account though possible explain taking it was thereof, thereto, exclusively referable possession making improvements on take operation it out of the some other basis than that a contract exist- the statute.” ed, promisor’s own estab- 574, 260 P.2d at 578. In the next Id. agreement lished an oral on his to sell paragraph quoted we Justice Cardozo: interest to his brother. words, “Equity declines act ... on explained We the rule: though legal remedy imperfect, the existence of the oral con- [W]here unless the words are confirmed illu- and_ tract is established an admission of ” minated deeds.... party resisting specific performance by competent independent 260 P.2d at Id. 578. The Ravarino part performance, case involved an inter vivos the acts of the re- transfer rather promise quirement than an instance of a part perform- to devise. acts of The statute of frauds remained a exclusively] bar be- ance must be referable promisee acquire cause the did not posses- the oral contract is satisfied. ... Allen, have 269 P.2d at 281. Like- and Eddie all whom 2d at Id. Utah case, in the outcome of this Tracy Collins & Trust interest v. wise Randall Co., persuasion required P.2d at 484 supra, 2d at meet the burden of Tracy-Collins expressed: 480], 2d 18 P.2d and the clarity and defi- great [305 If the contract agree- finds that the oral Court therefore niteness, no need for re- may there alleged. ment entered into as exclusively referable to liance which performance ful- long as so The court also found that Martin relied fills the terms. agreement: the oral cases, history in our time Martin light its 7. From the Chaffin and referability is “an requirement agreement of exclusive into their entered equity requirement of evidentiary death spring of 1947 until Chaffin’s Law speak themselves.” 9 Utah facts for Martin worked July requirement Review at 107. in reliance as his foreman pre- reluctance to “the court’s overcomes subject upon their operating the statute from vent conveyed to Martin. property would be evidence.” Id. at 106. purely basis of agreement, Martin In reliance on their corollary, either As a where days per day,- 10 to 16 hours labored found, can be prove acts which the contract and, during months week the summer present, or an admission of the contract necessary, occasionally when worked referability requirement of exclusive time, the clock. In the winter around evidentiary relaxed because per day, to 10 hours Martin labored 8 assauged by either the admis- concern is days During period of time a week. this Consequent- acts. or the sion per salary ranged Martin’s from $75 proof the direct ly, the more conclusive per month in month $375 require- stringent the the less re- 1975. From 1960 until Martin acts. As Pro- ment of referable per single month without a ceived $325 puts fessor it: Corbin Additionally, raise. it is found that Rod- convincing ample direct If there Martha, provided wife ney Martin and his testimony corroboration circum- less personal to Chaffin substantial services cases, required. In such most stances Denny performed and that Martin’s son indispens- circumstantial corroboration is respect with substantial labor able. ... farming operations on Chaffin’s farms great In numbers of cases which which he was not com- and ranches for part performance has been held insuffi- pensated. It is further found that these specif- ground or other and cient on some provided have been services would not refused, ic enforcement has been agreement between but for the Chaffin insuffi- compelling most factor subject property was and Martin that the lying ciency proof, the weakness often to Martin. uncertainty conflicting charac- would not The court concluded that Martin testimony itself. of the direct human ter provide for and have continued to work Contracts, supra, 442 at 528. Corbin except personal services to for the Chaffin agreement between them. found In the case at bar the court support between a contract rec- respect findings We the court’s Martin and which was based Chaffin paid to the trial ognize the deference testimony of Martin’s witnesses: views first-hand the witnesses as court who they testimony. their We have offer finds that the terms findings the ex- quarrel with his basic between Martin and the oral contract by Martin to his tent of services rendered sufficiently supported by the. However, reviewing the court’s employer. testimony Stan- witnesses William findings, Bradford, Nielsen, those application of our law to ley Albert Bill Nielsen property contingent upon leased the that the court erred its only conclude can part per- promisee’s army. was sufficient return from the How- holding that there drew one conclu- ever, The trial court the evidence of the oral contract formance. that is le- services but from Martin’s sion required judge weigh case anoth- they admit of since gally insufficient credibility against of Martin’s witnesses conclusion and consonant equally er valid Company for the Investment witnesses Price v. of contract. See against his claim vigorously disputed the existence of who supra. Lloyd, necessity Thus the an oral contract. showing for Chaffin acts that Martin worked The fact exclusively refera- not an his foreman is were referable to the claimed alleged of reliance on ble act agreement remains vital. Yet with with it was consonant agreement since of fact that a the foundation long Martin’s employment. Martin’s upon disputed contract was based hours, foreman’s atypical of a ranch orally that the ranch had been life, by salary. Martin’s were remunerated years ago, him Martin promised to over to various locations driving Chaffin wife’s (and dissenting opinion advo- contends asking stay him to on occasion cates) that the oral contract should be en- house he was at the Martin dinner when None of the case law we have forced. with not inconsistent during mealtime were permit it. all of our discussed employer and an good relations between requirement either the of acts cases (At least once family. employee and his met, referability was or was exclusive compensation for her received Mrs. Martin evidentiary there was no relaxed where Further, com- efforts). Martin’s son was the existence of a con- regarding concern he the time for his labors from pensated tract. Neither Martin’s of the oral (In arguing age of fourteen. reached supposed reliance contract nor his acts testimony, Martin’s attor- about the son’s comply. so got he “The man has testified ney agreed Even in Randall v. Collins Trust dispute think there is paid. I don’t similar to the supra, which is most it.”) about bar, nephew changed the loca- case at other and claim that he declined Martin’s home, to of his and left his business tion to employment elsewhere offers of better employee an of his aunt’s bank so become unavailing to is also remain with Chaffin after her business that he could look earlier, since, quoted as we prove reliance Moreover, upon the oral contract. reliance to constitute mere nonaction is insufficient changed lifestyles pre- family he and his Professor Corbin part performance. nights home her pare meals sit with curs: family did holidays. Martin and his and on by the rendered If locations, interrupted no life- change wholly of forbearance promisee consists were not and did no other acts that style act, likely to be eviden- the fact is less job his as ranch foreman. consonant with of when it consists tial in character than terms were contract and its action. affirmative clear, convincing unequivo- proved by Contracts, 430 at 474. supra, on Corbin testimony. We found the evidence cal highly is at best This claim of forbearance quoted from because as we be sufficient as to Martin’s motives. equivocal memorandum decision: the trial court’s course, the fact that Martin continued Of dispute evidence to “There is no direct employer long, for his to work hard hours ex- testimony, and a careful any of this might reliance had be viewed as sufficient certainly transcript amination of the agree- there been an admission of an oral the ef- justify concept a would not Brinton, supra, ment as in had been fectiveness agreement pointing to such an acts cross examination.” Natta, destroyed on promisor where the Van However, high P.2d at 483. claimed contract falls below the evi- Id. as to the dentiary required' by Martin’s witnesses standard of testimony of courts was contro- oral contract equity regardless precise of an words existence — dispute major point of a they may describing verted and use in that stan- of an The trial lawsuit.1 as it dard. As unfortunate would be by finding a must be followed contract oral deprive a man who had worked his life acts which Martin exclusively referable expectation upon receiving reliance He and his fam- to demonstrate. has failed equally property, it would be serious to labor, neighborliness and for- ily’s acts property from an owner after his take bearance, expressed, were en- have as we (when heard) he cannot death employment as with his tirely consonant questionable strength of a if we Even follow ranch foreman. many If supposedly years prior. dissenting opin- advocated force, given any statute of frauds is to be (which in some of our mentioned ion cannot affirm the trial court. Corbin) that by Professor cases and exception of Martin’s interest With the need be “not acts of re- Company, the decree is the Investment reasonably ex- readily explainable” or “not appellant. versed. awarded to Costs ground, our result on some other plicable” Martin’s acts not be different. C.J., OAKS, J., HALL, concur. vigorously claimed they equivocal that contract are so disputed STEWART, Justice, dissenting: high evidentiary those not meet do respectfully majority submit standards. assumes the role of a trial court on argument in with the quarrel We have effect, appeal by, retrying the case on a the statute of dissenting opinion that evidentiary point ignoring critical perpetrate used to a should not be frauds findings contra- trial court’s of fact which unsuspecting innocent and upon fraud assumptions factual dict the employee who renders person such as an consequence a man and makes. The is that promised faith ex- good services in thirty years family who worked seme easy would be a rule pectation. Such George H. is de- for the deceased magical way of apply if there were some promised to prived which was in fact a determining in each case whether view, my him in his services. In return for made. We could had indeed been contract frauds, designed which was the statute as a bar or refuse to apply then the statute frauds, prevent perpetrates in effect apply depending upon whether very result which stat- being no sure- in fact made. There to avoid. ute was intended determining whether a proof method of made, Legislature has contract was I. that oral policy it the in this state to this decision is our standard Crucial conveyance of land will contracts for equity in In v. review cases. Jensen except where there is suffi- not be enforced Utah, Brown, (1981), 639 P.2d 150 high provide part performance cient recently addressed that standard because existence. This evidentiary basis for their inconsistent rules as to our of numerous has translated Legislature policy which equity in reiter- result, scope of review cases. We may well the statute of frauds into the trial that “we reverse when cases, ated in of a benefit to a in some the denial weight finding against the clear employee servant. We well-deserving or the evidence.” Id. at 152. See also where helpless prevent that result McBride, Utah, 581 P.2d 996 v. part performance McBride the evidence However, dissenting opinion. this fact is nothing 1. We find in the record to indicate consequence the existence of the con- decision. the trial court found of no to our convincing as stated tract clear and

281 case, Randall, (1978); County, relying upon instant Oil Co. v. Beaver stated Chevron findings 143, (1969); in its of fact: “It is further P.2d Metro- found 22 2d 449 989 Utah Sine, these services would not have been 14 Utah Investment Co. v. politan provided but for the between 36, 376 P.2d 940 2d subject proper- and Martin that the Chaffin states, in majority Court As ty was to be to Martin.” This 6 v. Collins following conclusion is based on the de- 480, (1956), P.2d 483 2d 305 Utah findings of fact: tailed in the standard of review stat- enunciated Rodney 1. Plaintiff Martin was em- frauds cases: ute of ployed by George the defendant H. Chaf- if equity In an review of facts fin in as a laborer at Chaffin’s preponderance, shows a fair record quarry Lemington, located Utah. evenly, even if the evidence is balanced Martin continued to work for Chaffin findings court should be sus- the trial capacity until the fall of 1936 when vague and If the evidence is so tained. quarry began Martin left the work finding obviously uncertain that as a ranch laborer for Chaffin on Chaf- erroneous, finding there be a new properties fin’s farm and ranch located in Stanley Stanley, review. v. 97 Utah Payson, In both Genola and Utah. 520, [1939]; Morley 94 P.2d 465 v. Willd- respect Martin was made a foreman with en, 423, [1951]; 235 P.2d 500 proper- all of farm and ranch Chaffin’s 189, McConkie, 1 Utah 2d Perry v. Genola, located in ties Utah. [1953]; Youngren King, P.2d respect Martin became the foreman with [1954], 267 P.2d 913 farming to all of and ranch Chaffin’s However, majority not hold that does properties capacity and continued in that as to the existence of the the evidence 1975; until Chaffin’s death and there- any of the doc- contract or as to element January after until Chaffin’s part performance vague is “so trine of successor in interest. obviously erro- uncertain During period of time that Indeed, the Court does not neous.” Id. Chaffin, Martin worked for findings are inade- hold that separate owned a number of and distinct Rath- quately supported by the evidence. parcels property, of real each of which evidence, er, on its own view referred to a common name was plaintiff’s simply holds that the con- Chaffin, employees and residents of duct was not referable to the community. parcel which is the acknowledging without even subject consisting of this action of 120 court, effect, that the trial held that it County, acres located Utah State Utah, referable on the basis of particularly described as substantial evidence. quarter The Northwest of the North- quarter Township 9 west of Section

II. South, East, Range 1 Lake Base Salt opinion primarily devoted and Meridian and the East half of quarter Northwest of Section 34 establishing proposition in a plaintiff's case the commonly referred to the defend- Martin, Chaffin, duct relied to show Chaf- ant “exclusively” must refer to the contract. employees fin’s and others in the commu- Co., ranch, nity place, the home Randall v. Collins Trust home the court, simply ranch. the the trial the case relied this Court stated that the test for determin- spring 3. In the of 1947 Martin ing necessary part performance the agree- lease Chaffin entered into an oral per- whether the would not have Chaffin ment under the terms of which (a) parcels of agreed formed the acts of but to lease three his home property (namely, for the contract. The trial court in the the 120 acre real action, ranch, per to subject day, days is the of this labored 10 16 hours which place) Staley pasture, during and, and the Nielsen the week the summer months (b) properties to stock the Martin occasionally to necessary, when worked equipment necessary (c) the provide to time, around the clock. In the winter In consideration farming operations. for per day, 10 hours Martin labored 8 to lease, agreed pay to for this Martin days During period of time a week. profits the which percent of Chaffin 50 salary ranged per Martin’s from $75 operations the on these he derived from per month month in $375 estate. This oral parcels of real three until 1975. From 1960 Martin re- unilaterally terminated lease was per single ceived month without a $325 four to six weeks approximately Chaffin Additionally, raise. it is found that Rod- entered into. after it was Martha, ney provided Martin and his wife terminated the 4. At the time Chaffin personal services to substantial Chaffin lease, requested he oral above-described Denny performed Martin’s son and that employment in his Martin remain respect labor with substantial farming for all of his and act as foreman farming operations on farms Chaffin’s inducement, operations. As and ranch he was not com- and ranches for which promised Chaffin offered pensated. It is that these further found him Martin remained with as his event provided have been services foreman, convey acres he would the 120 agreement the between but Chaffin for commonly known as “home Genola subject property and Martin that Martin at or place” or “home ranch” to was to be to Martin. (Chaffin’s) death and would his before 8. The Court finds that com- salary per month. Af- raise Martin’s $25 pleted bargain upon and dis- days of deliberation ter several George death Chaffin. wife, accepted Martin cussions with his immediately com- offer and In 1975 died without hav- Chaffin’s 9. Chaffin under the terms of subject menced ing conveyed agreement. their [Emphasis Martin. added.] that the terms of 5. Court finds can It seems to me that unless Court Martin and contract between findings that these are errone- demonstrate sufficiently supported by the Chaffin ous, it cannot reverse the trial court with- the witnesses William Stan- rewriting the standards of review out Nielsen, Bradford, Bill Nielsen ley Albert relationship between this govern Allen, all of whom have no and Eddie and the trial courts. Court case, to in the outcome of this interest essentially majority position What persuasion required meet the burden of it, to, I down as best understand boils Tracy-Collins Trust Randall v. person that a who makes an oral Court conveyance employer with his for agreement the oral therefore finds that rely circumstances land cannot under alleged. entered into as employment upon his continuation agree- further finds the part performance of the oral con- show complete support a sufficiently ment Perhaps that is an overstatement tract. performance. specific decree is, hope opinion; certainly and Martin 7. From the time Chaffin findings, and given the trial court’s agreement their into entered for the specifically the that “but death on spring of 1947 until Chaffin’s and Martin agreement Chaffin between July Martin worked to be con- subject property in reliance as his foreman Martin,” not have veyed to Martin would subject their did, I he see performed the services which conveyed Martin. property would alternative. agreement, Martin no other In reliance on their stringent that he ten plaintiff The claims worked less rule part for sufficient per day, days a performance. sixteen hours seven Professor Corbin states the week, thirty years nearly general for and that rule as follows: of of thirty years value his reasonable (1) performance The must be in pur- manager a farm was shown to be work as of the suance contract in reasona- defendants, $400,000. approximately The _ (2) ble reliance thereon per- The course, allegations, it is denied these but of formance must be such that the remedy significant trial court that the declined is reasonably of restitution not adequate by finding, proposed make a the defend- _ (3) The performance must be one ants, plaintiffs salary that was consistent- in some degree that is evidential higher average ly salary paid than the a existence contract and not readily during farm workers in Utah entire explainable any ground. on other period of his employment. § (1950) on (em- Corbin Contracts submit trial added).1 phasis extraordinary performed services The third part element of the rule of plaintiff family “would performance as stated Corbin does not provided have been for require the performance be “exclusive- sub- between and Martin that the ly referable” to the that it be ject property to Mar- degree “in some evidential” of the con- tin,” simply way phrasing another readily tract’s existence and explaina- “not majority’s “exclusively referable” standard ground.” standard, ble on other This cases of where an type employee this clearly “exclusively lower than the working stay induced to for another on test, has previously referable” been articu- strength promise of a of a con- future lated this Court. E.g., Ravarino v. veyance. trial employed by The test Price, 559, 575, 123 Utah 260 P.2d stringent stringent enough court is a test — (1953) performance (part “clearly must be policy underlying excep- to meet the basic contract). referable” to to the a test tions statute frauds. It is “clearly The rationale behind' the refera- that would fraud and is appropri- avoid also ble standard” is that often evidence of the light fact that ate of the adequately proved by contract is not evi- as such circumstances the instant is not performance, part dence of the likely stronger to be to show much able part in such circumstanc- proof part performance or substantial es acts as additional the contract. Moreover, reliance than shown here. clearly must be “[T]he squarely the “but for” test rests of the of a evidential existence contract—it authority of v. Tracy Collins ordinarily must such as would not have place taken absence contract reasonably explicable and therefore is not grounds.”

III. on some other Corbin on § Contracts, supra, 430 at although concedes “exclusively some-’ referable” doctrine is However, where the of the existence made an perform- times element clearly by independent tract is shown evi- doctrine, generally phrased, it is ance dence, Thus, is relaxed. standard Cor- enough strong need not be so if bin states: an oral conveyance contract It in well held reasoned land was entered into. case that rendered is a “exclusively referable” doctrine need not such as to be special application of a generally in the sense broader referable C.J.S., majority quotes passage 1. The same in its statement Statute from Frauds, opinion, quotes but it also a far strict which it more follow. seems 284 acts part perform- the quirement the al- that clearly evidential that

that is to exclusively] referable made, ance must be if the defend- leged contract is the oral contract satisfied. making a contract of such the ant admits part of its terms. The to a differs as but Jones, added), citing v. (emphasis Jones Id. performance relates the itself admission 478, (1933); Higgins 146 Mo. 63 S.W.2d 333 unnecessary and makes to the contract Bank, 69, 142 253 Exchange Misc. Nat. v. far as the terms so proof of other (1931). Similarly, in v. N.Y.S. 859 they are admitted. Co., 6 Utah Collins 480, (1956), we Contracts, P.2d 484 stated: 430 at 305 supra, 2 Corbin on great clarity If the contract definiteness, need for there be no of the “exclusive- By rigid application its exclusively to which is referable reliance raises test,” majority the the ly referable contract, long performance as ful- so the as in cases such the proof standard of the terms. fills unnecessarily that is instant to a level case of the In the existence high. Heywood, where cases v. 57 Utah Accord Van Natta by inde- already proved 376, (1920); contract has P. Brinton v. Van 195 192 case, evidence, instant 480, (1893). the 218 pendent Cott, 33 P. 8 Utah re- in effect exclusively referable test the majority the the cases cited Of the ex- “reprove” quires that the contrary, the two are apparently to perform- by part of the contract istence Holmgren In distinguishable. Brothers the exist- the ance. Even when Utah, (1975), Ballard, 534 P.2d 611 Inc. v. doubt, is somewhat of the contract ence part per- not whether the the issue was by a requires corroboration the referable, exclusively formance was than the one Corbin much stricter Al- existed at all. whether contract is Concededly, where there suggests. an oral though the showed that evidence contract, the “exclu- of the other evidence had exist- convey originally to land contract an test. sively appropriate test is referable” ed, buyer repudiated contract later However, is other evi- in this case there convey- proferred refusing accept the dence of the contract. weeding buyer’s We ance. held discing the land not sufficient princi- are in accord with Utah cases v. prove the contract. Jackson Es- In re Roth’s ple stated Corbin. 507, (1953), Jackson, 214 122 252 P.2d Utah (1954), 40, tate, 2 278 Utah 2d that distinguishable ground is also convey land contract to seller an oral prove the existence failed improve- because certain contended that make a will. oral contract to buyer were not ments to “exclusively contrary referable” actually to the cases We held not be enforced. contract should Invest- Barton Brothers are McDonald v. testimony (1981); seller’s own Utah, because the Corp., 631 P.2d 851 ment existed, 559, that an oral contract P.2d Price, established Utah 260 v. 123 Ravarino apply, rule did not Lloyd, referable (1953); v. and Price to ex- might possible though “it be even The rule in those cases P. 767 mak- possession and the taking plain the existence of an that even where other basis on some ing improvements convincingly proved clearly contract Id. per- that a contract existed.” independent part than by evidence approval formance, P.2d We cited with at 281. must part holdings jurisdictions from other referable shown part The rationale contract. of the oral where the existence essentially one of performance doctrine by an is established admission Price, estoppel, Ravarino specific party resisting P.2d at by competent evidence past performance must referability performance, the re- the acts of requisite jority’s standard, then, shown in order establish the own question contract. reliance on the In re Es- Roth’s here is whether the was suffi- tate, 281 ciently “ample prove,' and direct” to clearly emphasis that such an submit on convincingly, and that Chaffin contracted misplaced estoppel is and that it should be plaintiff with the give him the “home weighed along pertinent with other factors. place” when Chaffin died if the stay on as Chaffin’s foreman. followed,

If these cases are even when significant part performance substantial The trial persuaded court was rendered, open has been the door is for a independent testimony of four disinterested deny defendant a valid proved witnesses the existence of such an simply up conjure because he is able to a oral contract between Martin and Chaffin. plaintiffs performance motive for the that (See the trial finding of fact number is not referable to the contract. five, quoted above.) Bradford, William As Corbin states in the section entitled Chaffin, employee former testified that “Oral Contracts to Transfer Land in Re- in 1955 told me that if Rod “[Chaffin] turn for Services”: stayed (Chaffin) with him going he was making Where the of the oral contract is get the Genola Home Place.” Bradford doubt, proved beyond any reasonable Chaffin, had two other conversations with long[,] where the services have been one in the late 1940’s and one in tinued, onerous, incapable and of a kind which confirmed Chaffin’s intent to leave just money, in estimation the chancel- question in plaintiff. land lor’s conscience will be so moved as to Nielsen, Albert neighbor, testified that lead to the conclusion that it ais “virtual about six months before Chaffin died Niel- fraud” for the defendant to hide behind purchase sen asked to ten acres of the land the statute. question. in Chaffin refused because when Contracts, Corbin on 435 at he belonged died to Rod Mar- “[the land] tin.” The rule should be that if clear and con- Nielsen, Bill the son of Albert and also a vincing proves the existence of neighbor, asked in about 1970 or contract, then it is sufficient for the if buy ground. 1971 he could some Nielsen to show that the testified said he couldn’t sell it “[Chaffin] contract, “clearly i.e., referable” to the promised because it was to Rod.” This clearly was in reliance on the in contract or by was confirmed an earlier conversation accordance with the terms of the contract. between Bill Nielsen and Chaffin one sum- opposing party should then have the mer when Bill employee. had been an proving burden of explanations, alternate if Allen, Finally, Eddie another former em- exist, part performance. for the ployee, testified that in about 1957 Chaffin fact, defendants the instant case at- get had said that Martin “will place tempted this, to do and the trial court re- day.” some fused to find in their favor. court, The trial majority the basis of what I concedes that “the more evidence, think is clear and convincing

conclusive the direct found that stringent requirement alleged by plaintiff the less the contract of exclu- sively quotes majority referrable acts.” It fact existed. The then discounts approval with Corbin’s statement that and the supporting testimony “[i]f ample there is convincing direct tes- and rules in effect that the evidence was timony sufficiently less corroboration cir- not clear and direct to establish [then] required.” cumstances is Even the ma- disputed contract.2 It states that “the 2. The convincing states footnote 1 that "[w]e clear and evidence as stated in the nothing find dissenting opinion.” the record to indicate that the The trial court did not trial court phrase, testimony found the existence of the contract invoke that but the the oral contract contro- existence major point dispute and a verted WEST, INC., Bryan, AUTO Charles Paul implies quoting from It also lawsuit.” Stephens, Graff and Norman P. Plain- Collins Co. Randall v. tiffs, Counter-defendants, Appellants dis- the above-summarized Cross-Respondents, evidence, its effec-

puted direct “destroyed on cross-examina- tiveness was BAGGS, Defendant, Richard Counter- tion.” claimant, Respondent and contrary, On record shows Cross-Appellant. destroy the defendant did not testimo- plaintiff’s ny of witnesses cross-exami- No. 17984.

nation, impliedly so the trial court Supreme Court of Utah. Thus, what does found. retry reweighing case the credibili- this Jan. pre- is not the ty of witnesses. That Court, irrespective this rogative of equity. that is an action in

fact (i.e.,

Although recognize I that Chaffin deceased) performed acts on occasion with necessarily were not consistent conveying of the contract

the existence submit, plaintiff, I on the other

property to

hand, neces- that neither were those acts

sarily the existence of the inconsistent with event, given the existence

contract. subsequent con- Chaffin’s vitiat- did not have the effect of either

duct proving that it did exist.

ing not record, critical, clear

What life devoted whole if it maintaining the deceased’s farm as trial plaintiff’s own farm. The

were spent “his he did for”

have lifetime as of the contract should be existence

dispositive. respectfully submit that the doctrine

part performance in this case narrowly it has so failed

construed avoiding purpose of

achieve its intended with of the statute of frauds

application very rigor produce as to kind

such pre- intended to that the statute was

fraud

vent.

DURHAM, J., dissenting concurs in STEWART,

opinion of J. Finding plaintiff, clearly of evidence witnesses referred to in quoted Fact No. consisted entirety, was not above its controvert- meets standard. and, together ed with conceded acts of the

Case Details

Case Name: Martin v. Scholl

Court Name: Utah Supreme Court

Date Published: Nov 14, 1983

Citation: 678 P.2d 274

Docket Number: 17542

Court Abbreviation: Utah