The Court of Appeals yesterday addressed an area of uncertainty in Oregon contract law: how definite and certain a contract's terms must be to support the remedy of specific performance. In Earls v. Corning,the parties signed a preprinted form contract to sell real property, but left blank the date for closing the sale. The purported seller passed away a few days after signing the document, and plaintiff purchaser sued the personal representative of her estate for specific performance of the agreement. The trial court found, among other things, that the failure to agree on a closing date made the contract too indefinite to be specifically enforced.
The Court of Appeals reversed. While a contract must be definite in all material respects to be subject to specific performance, there is conflicting case law on whether an agreed closing date is a prerequisite for that equitable remedy. Judge Rosenblum, writing for the court, held that the failure to provide a closing date does not render the contract indefinite, and the court may specify a reasonable time for performance.