Statute of Frauds Bars Enforcement of Real Estate Contract Where Legal Description Deferred to Future Survey
Read the Court's Opinion (PDF)
Judge Brian Stagner
In Village Crossing v. West Creek Investments, the Texas Business Court granted summary judgment for the seller, holding that a purchase agreement for approximately 11.56 acres was unenforceable under the statute of frauds because it failed to adequately describe the property boundaries and impermissibly deferred the legal description to a future survey commissioned by the buyer. The court rejected the buyer's attempt to enforce the contract for only the frontage tract at the blended price, finding that the agreement contemplated a single integrated transaction combining interior and frontage acreage.
Court Staff Summary
An agreement to sell land did not adequately describe the boundaries. The agreement is therefore unenforceable for two separate but related reasons. First, it is indefinite because it does not identify the full boundaries of the single property the parties agreed to convey. Second, it violates the statute of frauds because neither the agreement nor any existing writing incorporated into it furnishes the means to identify that property with reasonable certainty. A promise of a future survey cannot cure either defect. The statute of frauds does not permit a legal description to be supplied after the fact. Alternatively, even if the agreement were enforceable, the purchaser breached the agreement by delivering surveys inconsistent with the agreement, insisting that those surveys controlled, and refusing to cure after notice.
Background: A Blended-Price Transaction for Frontage and Interior Land
Village Crossing, LLC agreed to sell approximately 11.56 acres of commercial property in Rosenberg, Texas, to West Creek Investments, LLC for $11.75 per square foot—a blended rate reflecting the combination of 10.46 acres of interior land with 1.1 acres of higher-value frontage along U.S. Highway 59. The Purchase and Sale Agreement defined this combined property as "the Land" but acknowledged in Exhibit A that the property description "may be legally insufficient" and provided that a future survey commissioned by West Creek would serve as the legal description of the property. Section 5.2 required that survey "to compute the number of gross square feet in the Land."
The Dispute: Surveys Depicting Two Additional Acres
West Creek's surveyor delivered surveys depicting 13.5691 acres—nearly two acres beyond the contemplated 11.56-acre purchase. The frontage survey outlined the entire 2.0644-acre frontage tract rather than the 1.1 acres used to price the transaction, while the interior survey depicted 11.5047 acres by extending the northern boundary into adjoining property. When Village Crossing objected, West Creek insisted that whatever property its surveyor drew became, by definition, "the Land." After Village Crossing objected, West Creek refused to cure following a notice of default, and Village Crossing terminated the Agreement and filed suit seeking a declaratory judgment.
West Creek's Retreat and Severance Argument
West Creek has since retreated from its original position and no longer seeks to enforce the agreement as to the full 13.5691 acres. Instead, it concedes "some ambiguity" in the description of the interior acreage but argues that the frontage can be salvaged. It asks the Court to sever the 2.0644-acre frontage tract and to order Village Crossing to convey that parcel alone at the blended price of $11.75 per square foot.
The Court's Ruling: Unenforceable Under the Statute of Frauds
The Business Court of Texas granted Village Crossing's motion for summary judgment, holding the Agreement unenforceable. The court found that the agreement failed to adequately describe the boundaries of the Land, with Exhibit A labeling the frontage component as "+/- 1.1 AC" but visually outlining a larger tract containing 2.0644 acres, and failing to supply a definitive northern boundary of the interior acreage. The court emphasized that the agreement defined one "Land" for one price—not separate purchases with separate pricing—and that the parties arrived at the $11.75 blended price by combining the higher-value frontage with the lower-value interior property.
The court rejected West Creek's argument that its surveyor's future work could cure the indefiniteness, holding that the statute of frauds does not permit a legal description to be supplied after the fact through a buyer-commissioned survey. The court also rejected West Creek's fallback position that the frontage tract alone could be severed and enforced at the blended rate, finding that such an approach would fundamentally alter the parties' bargain by giving West Creek the premium frontage at the discounted blended price without requiring it to purchase the interior acreage that justified that discount.