Also known as: part-performance doctrine · doctrine of part performance · part performance · partial performance doctrine
Written by attorneys · grounded in primary & secondary sources — see below
An equitable exception to the statute of frauds that permits enforcement of an oral contract when a party has substantially performed in reliance on the promise. Courts typically require acts such as payment of part or all of the purchase price, taking possession of the property, or making substantial improvements that are unequivocally referable to the contract. The doctrine prevents the statute from being used as an instrument of fraud when the performing party's conduct corroborates the existence of the agreement.
Philip Powell avoided an oral land contract with Pioneer Energy on grounds of misrepresentation after paying two installments and taking initial possession. Powell sought enforcement of the oral agreement by way of part performance. The court granted specific performance because the payments and possession were unequivocally referable to the contract and made it inequitable to deny enforcement.
Pearl Porter orally agreed to buy land from Platinum Partners and paid most of the price while moving onto the property and beginning construction. Platinum Partners later refused to convey. The court enforced the oral contract under the part performance doctrine because Porter's payment, possession, and improvements were referable to the agreement and made it inequitable to deny enforcement.
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Phuong Pham claimed an oral promise of land from her relative Patrick Phan and asserted part performance through shared use of the property. Because possession was joint rather than exclusive and notorious, the court held that the acts did not satisfy the doctrine and refused specific performance.
Pinnacle Holdings orally agreed to buy land from a seller and paid most of the price while taking possession and beginning construction. When the seller later refused to convey, the court enforced the oral contract under the part performance doctrine because the payment and possession were referable to the agreement and made denial inequitable.
Penelope Price purchased a lot and began construction in reliance on recorded restrictions that bound subsequent grantees. Later buyers argued the restrictions were unenforceable for lack of a signed writing by the party to be charged. The court applied the part performance doctrine and enforced the restrictions because Price's possession and improvements corroborated the common plan.
Priscilla Parks gave up her home and business to care for an elderly man under an oral promise of the house at his death. After five months of care the man died without a deed or will. The court refused enforcement because the acts of moving and providing care were not unequivocally referable to a land contract and could be explained by other motives.
Courts look for payment of a substantial part of the purchase price, taking possession of the property, and making substantial improvements. Not every jurisdiction requires all three elements, but the acts must be referable to the contract and make it inequitable to deny enforcement.
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Payment alone is generally insufficient today because restitution provides an adequate remedy. Courts usually require additional acts such as possession or improvements that are unequivocally referable to the oral agreement.
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The doctrine supplies an equitable exception that removes the oral contract from the statute when the performing party's conduct corroborates the agreement and prevents unjust enrichment or fraud. Restitution remains available even if specific performance is denied.
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The performing party's payment, possession, or improvements must be unequivocally referable to the oral agreement, thereby satisfying the statute's evidentiary purpose and making it inequitable to deny enforcement.
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…of the requested performance is given, the offeror will not revoke his offer, and that if tender is made it will be accepted. Part performance or tender may thus furnish consideration for the subsidiary promise. Moreover, merely acting in justifiable reliance on an offer may in some cases serve as sufficient reason for making a…