What Is a Sufficient “Writing” for a Valid Real Estate Contract in Arizona?

A.R.S. § 44-101 provides that no action shall be brought in any court on a contract for the sale of real property unless the agreement, or some memorandum thereof, is in writing and signed by the party to be charged, or his authorized representative. In order to constitute a sufficient memorandum, the writing must contain, at minimum, an identification of the parties, a description of the subject matter of the contract, the purchase price and the time and conditions of payment. Shreeve v. Greer, 65 Ariz. 35, 173 P.2d 641, (1946).

Shreeve also held that a contract in the form of a receipt was valid and takes the transaction out of the statute of frauds. In other cases, a preliminary memorandum stating the intention to enter into an agreement may be executed by the parties, but the final land purchase contract is never signed. Can the preliminary memorandum be considered a valid contract?

This question was analyzed by the Arizona Supreme Court in T. D. Dennis Builder, Inc. v. Goff, 418 P.2d 367, 101 Ariz. 211(1966). In this case, there was an unsigned land contract that named the parties as buyer and seller. However, there was a signed escrow agreement that fully set forth the terms of the land purchase contract.

The Arizona Supreme Court reversed the trial court’s decision that there was no enforceable contract. The escrow agreement was signed by both parties, named as “buyer” and “seller”. It described the property, named the purchase price and payment terms. All of the essential terms of the contract were agreed upon in the escrow agreement, which was sufficient to take the agreement out of the Statute of Frauds.

However, the court noted that an agreement to make an agreement will not always constitute an enforceable contract. If all of the essential terms are not stated, as required by Shreeve, there will not be a valid contract. If the escrow agreement had explicitly stated that the purchase contract was conditional on a future agreement, it also may not have been an enforceable contract.

Chernoff Law handles real estate litigation matters throughout Arizona. Contact us by calling 480-719-7307 to discuss your real estate matters.

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