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Hilbert v. Hough: Specific Performance Denied Where Land Description Too Ambiguous

A 1998 case from the Court of Appeals of Idaho, Hilbert v. Hough, addressed the important element of certainty in a contract. In this case, the Hilberts (the “Buyers”) entered into an agreement (the “Agreement”) to purchase a parcel of land located in Bannock County, Idaho from the Houghs (the “Sellers”).

The legal description in the Agreement contained a specific north boundary line. The east and west boundary lines also were indicated, although their distances were not. The Agreement included the following description of the south boundary line of the parcel: “the south line will run northwesterly from the westerly highway line in such a manner as to permit the Sellers’ continued use of a slack water meander bend in the Portneuf River for watering their stock, either by extending the east line to the south and running a straight line southwesterly to the River or by bending or angling the line around the watering area.” The Agreement stated that the exact boundaries, acceptable to both parties, would be determined by a survey to be obtained by the Buyers.

The Buyers had a survey done, and their attorney submitted it to the Sellers, along with a letter identifying two possible south boundary lines to the parcel. Shortly thereafter, the Sellers stated that they would not complete the sale of the property to the Buyers. The Buyers filed a compliant seeking specific performance of the Agreement. The Sellers denied the existence of an agreement to sell a particular parcel to the Buyers, claiming that there had not been a meeting of the minds and therefore, no contract. The Sellers filed a motion for summary judgment, which the district court granted, stating that the description of the property in the Agreement was “ambiguous, incomplete and indefinite.”

The Buyers appealed that decision, claiming that the lower court should have looked to the parties’ intent in connection with the legal description, and further, should have ordered the Sellers to choose one of the two proposed southern boundaries and to proceed with the sale. The Court of Appeals of Idaho did not agree. It found that the legal description in the Agreement was ambiguous and incomplete on its face, and stated that the Agreement was little more than “an agreement to make an agreement.” To enforce the Agreement, the lower court would not simply have had to apply contractual terms, it would have had to supply the indefinite boundary lines. The court observed, “Where an agreement is not sufficiently definite to enable a court to give an exact meaning, or where an essential element is reserved for future agreement of both parties, there is generally no legal obligation created until such future agreement is entered into.” The court affirmed the lower court’s ruling for the Sellers.

The Agreement also provided that the prevailing party in a lawsuit to determine any rights or duties under the Agreement is entitled to costs, including reasonable attorney fees. Since the Sellers prevailed, the court awarded attorney fees to them. As far as the attorney fees, it did not matter that the underlying contractual obligation was not enforceable. “A prevailing party may recover attorney fees even though no liability under a contract was established or where no contract was, in fact, ever formed.”

Hilbert v. Hough, 969 P.2d 836 (Idaho Ct. App. 1998).