Bar Exam — MBE (Multistate Bar Exam)Real PropertyMedium
A buyer and seller signed a written contract for the sale of Blackacre. The contract included the purchase price, a description of the property by metes and bounds, and the names of the parties. However, the contract did not specify a closing date. A few weeks later, the seller attempted to back out of the deal, claiming the contract was invalid due to the missing closing date. Is the seller's argument likely to succeed?
- AYes, because a closing date is a material term required for a valid real estate contract under the Statute of Frauds.
- BNo, because the parties can always agree on a closing date at a later time without invalidating the initial contract.
- CNo, because the law implies a 'reasonable time' for performance when a closing date is omitted.
- DYes, because without a specific closing date, there is no meeting of the minds.
Show answer & explanationAnswer & explanation
Correct answer: C. No, because the law implies a 'reasonable time' for performance when a closing date is omitted.
While a closing date is an important term, its omission does not automatically invalidate a real estate contract. Courts will generally imply a 'reasonable time' for performance if the contract is otherwise complete and clear on essential terms like price, parties, and property description.
Why the other options are wrong
- A. The Statute of Frauds requires essential terms, but a closing date is not always considered 'essential' to the point of invalidating the entire contract.
- B. While they can agree later, the legal principle that saves the contract is the implication of 'reasonable time,' not merely the possibility of future agreement.
- D. The absence of a closing date does not necessarily mean there was no meeting of the minds on the core elements of sale.
Omission of Closing Date
When a real estate contract fails to specify a closing date, courts generally imply that performance must occur within a 'reasonable time.'
- Does not typically invalidate an otherwise valid contract.
- Other essential terms (parties, property, price) must be present.
- What constitutes 'reasonable time' depends on circumstances.
Memory trick: Reasonable Time Saves the Silent Date