216 Conn. 509

Erling Charles Christophersen v. Charles Blount, Jr., et al.

(14003)

Peters, C. J., Callahan, Glass, Covello and Hull, Js.

Argued October 4—

decision released November 20, 1990

S. Robert Jelley, with whom were Susan J. Bryson and Danielle M. Pemberton, for the appellant (plaintiff).

Hans C. F. Wriedt, for the appellees (defendants).

Covello, J.

This is an action for the specific performance of a real estate contract. The principal issue is whether the trial court properly concluded that the plaintiff buyer’s nineteen month delay in carrying out a condition precedent to the defendant sellers’ obligation to perform bars his claim against them for specific performance. We agree with the trial court’s conclusion that an unreasonable time had passed, that the defendant sellers’ duty to perform had terminated, and that the plaintiff, therefore, could not obtain specific performance of the contract.

*510On April 21, 1983, the defendants agreed to sell to the plaintiff two parcels of land from a larger tract in Westport. The contract stated that the closing would take place at an unspecified date “fourteen (14) days after approval by the Westport Planning and Zoning Commission of a subdivision of the Sellers’ premises.” The contract further provided that “[t]he Seller hereby appoints the Purchaser as his Attorney-in-Fact to accomplish a subdivision of the Sellers’ property . . . .” On November 21,1984, nineteen months later, the plaintiff submitted an application for subdivision approval to the Westport planning and zoning commission (commission). Thereafter, the defendants’ attorney wrote the commission stating that the plaintiff had no authority to seek a subdivision of the property in their behalf. The commission thereafter refused to accept the subdivision application without the defendants’ personal signatures.

The plaintiff then began this action seeking specific performance of the contract. After a hearing, the trial court rendered judgment for the defendants concluding that: (1) the plaintiff had delayed an unreasonable amount of time in filing the subdivision application; (2) the contract failed to comply with General Statutes § 52-550,1 the statute of frauds; and (3) the plaintiff’s claim for specific performance was barred by General Statutes § 47-33a,2 3the statute of limitations. The plain*511tiff appealed to the Appellate Court. We transferred the case to this court pursuant to Practice Book § 4023. We conclude that while the contract complied with the statute of frauds, the defendants’ obligation to transfer the property terminated because of the plaintiff’s failure to fulfill an express condition precedent within a reasonable time.3

“A memorandum does not satisfy the statute of frauds if it lacks essential terms concerning the performance contemplated by the contract.” Faloutico v. Maher, 182 Conn. 448, 448, 438 A.2d 710 (1980); Robert Lawrence Associates, Inc. v. Del Vecchio, 178 Conn. 1, 11, 420 A.2d 1142 (1979). However, “[t]he mere absence of a time for performance in a contract of sale *512does not ordinarily make it unenforceable, because the law will imply a reasonable time for performance if none has been specified.” Breen v. Phelps, 186 Conn. 86, 93, 439 A.2d 1066 (1982); see also Parkway Trailer Sales, Inc. v. Wooldridge Bros., Inc., 148 Conn. 21, 26, 166 A.2d 710 (1960). Thus, because the law implies a reasonable time to perform when a time for performance is not stated, this contract did not fail to comply with the statute of frauds.

Although the contract in this case complies with the statute of frauds, if an express “condition [in the contract] is not fulfilled, the right to enforce the contract does not come into existence.” Lach v. Cahill, 138 Conn. 418, 421, 85 A.2d 481 (1951).4 “A condition precedent is a fact or event which the parties intend must exist or take place before there is a right to performance.” Id.5 “Whether the performance of a certain act by a party to a contract is a condition precedent to the duty of the other party to act depends on the intent of the parties as expressed in the contract and read in light of the circumstances surrounding the execution of the instrument.” Ravitch v. Stollman Poultry Farms, Inc., 165 Conn. 135, 149, 328 A.2d 711 (1973); Lach v. Cahill, supra.

The contract stated that “[t]he Closing of Title shall take place . . . fourteen (14) days after approval by the [commission] of a subdivision of the Sellers’ premises.” The trial court correctly found that this language manifested the intent of the parties that subdivision approval be an accomplished fact before the defendants’ duty to convey the property would arise. The contract further stated that “[t]he Seller hereby appoints *513the Purchaser as his Attorney-in-Fact to accomplish a subdivision of the Sellers’ property . ...” As between the parties, as the trial court determined, the contract imposed on the plaintiff the responsibility to procure commission approval for the subdivision and thus required the plaintiff to bear the risk of the nonoccurrence of this condition in timely fashion.

The trial court further found that the contract did not require the plaintiff to satisfy the condition by any particular date. In the absence of a specified time limit to comply with a condition precedent, the law implies a reasonable time. Lack v. Cahill, supra, 422; see also J. Calamari & J. Perillo, Contracts (3d Ed.) § 11-18, p. 461; E. Farnsworth, Contracts (1982) § 8.3, p. 544.

“What is a reasonable length of time is ordinarily a question of fact for the trier.” Parkway Trailer Sales, Inc. v. Wooldridge Bros., Inc., supra, 26; see also Lach v. Cahill, supra, 421. Here, the trial court found that the plaintiff had delayed nineteen months in seeking approval for the subdivision and concluded that this was an unreasonable amount of time under the circumstances. Because this conclusion was a reasonable corollary of the predicate finding that nineteen months had elapsed, we find no legal basis for disturbing the trial court’s conclusion on appeal. Season-All Industries, Inc. v. R. J. Grosso, Inc., 213 Conn. 486, 498, 569 A.2d 32 (1990). “[SJince the plaintiff[] had failed to perform [his] obligations under the [contract], the right to enforce the [contract] was not in existence and the defendants were under no obligation to convey the property.” Brauer v. Freccia, 159 Conn. 289, 294, 268 A.2d 645 (1970).6

*514The judgment is affirmed.

In this opinion the other justices concurred.

Christophersen v. Blount
216 Conn. 509

Case Details

Name
Christophersen v. Blount
Decision Date
Nov 20, 1990
Citations

216 Conn. 509

Jurisdiction
Connecticut

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