Also known as: agreements of sale · contract of sale · sales agreement
Written by attorneys · grounded in primary & secondary sources — see below
A contract obligating one party to sell property and potentially binding another party to purchase it on specified terms. Execution of the agreement typically triggers rights such as a broker's commission or equitable remedies for breach.
Crown Ocean presented River Naval to National Naval as a buyer ready to pay the full listed price for a waterfront warehouse. The parties signed a written purchase agreement with no financing contingency and a set closing date. When National Naval later refused to close, Crown Ocean sued for its commission under the exclusive listing.
Henningsen purchased a new automobile from Bloomfield Motors under a standard sales agreement. After the car was delivered, his wife suffered injuries from an alleged defect. The agreement of sale formed the basis for the warranty claims asserted against the manufacturer and dealer.
Select any source to read its text and confirm it supports the definition.
Lucy offered to buy farmland from Zehmer during an evening discussion. Zehmer wrote out and signed a short document stating the price and property description, which Lucy accepted. Lucy later sued to enforce the agreement of sale when Zehmer refused to convey.
Kraemer and other property owners signed an agreement restricting sales to Caucasian buyers only. Shelley, an African American purchaser, acquired a parcel through an intervening buyer and took possession. The original signatories sued to enforce the restriction against Shelley.
Repide, a corporate officer with inside knowledge, arranged for an agent to buy shares from Strong without disclosing the pending sale of company assets. Strong later discovered the nondisclosure and sought to rescind the agreement of sale.
Great Minneapolis Surplus Store advertised a fur coat for sale at a specific price in its window. Lefkowitz arrived first on the advertised day and tendered the price, but the store refused to sell. Lefkowitz sued to enforce the agreement of sale created by the advertisement.
A signed writing stating the essential terms satisfies the statute. Part performance through possession and substantial permanent improvements known to the seller can also remove an oral agreement from the statute and support specific performance.
Yes when the listing agreement so provides or when the broker produces a buyer ready willing and able on the seller's terms. The seller cannot later refuse to close in bad faith and then deny the commission.
Generally no in an arm's length commercial transaction where the contract contains due diligence disclaimers. A long standing relationship of trust and confidence may justify reliance on an opinion and allow rescission under limited circumstances.
The term is unenforceable when public policy against concealing illegal conduct such as odometer fraud outweighs the parties' expectations and any forfeiture that would result from nonenforcement.
…Terminal site enjoyed a tax exemption,[^maj-19] remained suitable for its present and future uses, and was not the subject of a contract of sale, there were no further administrative remedies available to appellants as to the Breuer I and Breuer II Revised plans. See n. 13, supra. Further, appellants did not avail themselves of…