36 Mass.App.Ct. 525, 530-531 (1994) (oral contract enforceable where plaintiff transferredher interest in land to her brother and his wife in exchange for their promise to convey back toher a parcel of the land in the future). Contrast
Pappas Industrial Parks, Inc.
24Mass.App.Ct. 596, 598-599 (1987), in which the parties never agreed upon the second parcelnecessary for a contemplated land swap.The application of this equitable exception to the operation of the Statute has depended upon thedegree of reliance on the oral agreement by the party pursuing specific enforcement. Compare
Potter v. Jacobs,
111 Mass. 32, 36- 37 (1872) (plaintiffs, buyers of land pursuant to oral contract,entitled to specific performance where they immediately possessed property, erected new building, removed fences, and rendered partial payment to defendant seller), with
Burns v. Daggett,
141 Mass. 368, 375 (1886) (plaintiff buyer not entitled to specific performance wherehe made no improvement to property and value of plaintiff's use and occupation of propertyexceeded amount which plaintiff had paid to defendant seller). While "earlier Massachusettsdecisions laid down somewhat strict requirements for an estoppel precluding the assertion of theStatute of Frauds, ... 'more recent decisions ... indicate a trend on the part of the [SupremeJudicial C]ourt to find that the circumstances warrant specific performance.' "
Hickey v. Green, supra
at 673-674, and cases cited, quoting from Park, Real Estate Law § 883, at 334 (1981).[FN6]In our case, Hurtubise occupied a parcel of McPherson's land and undertook the expense of construction in reliance upon McPherson's apparent agreement. McPherson watched Hurtubise'sreliance unfold through seven to eight weeks of construction and $39,690 of expenditures. Inthese circumstance McPherson "is held, by force of his ... silent acquiescence, which ha[s]misled [Hurtubise] to his harm, to be estopped from setting up the statute of frauds."
Glass v. Hulbert,
102 Mass. 24, 36 (1869). See
Davis v. Downer,
210 Mass. 573, 576 (1912) (defendantestopped from raising Statute of Frauds; oral promise to convey land enforceable where plaintiff paid for construction of house on property); 4 Corbin, Contracts § 18.15, at 539 (rev. ed. 1997)("In nearly all jurisdictions ... an oral contract for the sale or lease of land will be madespecifically enforceable if possession is taken under the contract and valuable and permanentimprovements are made upon the land").2.
Because the parties did not specify the dimensions and the detailed boundariesof the parcels to be traded, are the terms of the oral understanding clear enough for specificenforcement? Generally, "the essential terms of a contract must be sufficiently definite so thatthe nature and extent of the obligations of the parties can be ascertained."
merican Dry Ginger
335 Mass. 521, 523 (1957), citing
Caggiano v. Marchegiano,
327 Mass.574, 579 (1951). "However, a contract is not to be held unenforceable 'if, when applied to thetransaction and construed in the light of the attending circumstances,' the meaning can beascertained with reasonable certainty."
Cygan v. Megathlin,
326 Mass. 732,734 (1951). "Even if an aspect of an agreement is informal, obscure, difficult of satisfactoryinterpretation, and the subject of dispute by the parties as to its meaning, a court should '[s]o far as reasonably practicable ... give[ ] a construction which will make it a rational businessinstrument and will effectuate what appears to have been the intention of the parties.' "
Local 369 Bldg. Fund, Inc.,
42 Mass.App.Ct. 162, 170 (1997), quoting from
23 Mass.App.Ct. 367, 372 (1987).