Richard and Bettina Quenneville v. Thomas and Mary Buttolph, Elizabeth Campbell and Karen Houghton

Summary

The Vermont Supreme Court affirmed a judgment extinguishing Elizabeth Campbell's and Karen Houghton's claim to the Buttolph Farm and ordering Thomas and Mary Buttolph to convey the farm and its owner corporation, Buttolph Farms, Inc., to Richard and Bettina Quenneville. The court held that no enforceable contract existed with Campbell and Houghton because material terms — seller financing, the 'grey matter' equipment list, and a right of first refusal — were never agreed and the April 28, 2000 memo expressly deferred details to a later formal agreement, whereas the Buttolphs' July 6, 2000 oral agreement with the Quennevilles covered all essential terms and manifested a mutual intent to be bound. Specific performance was proper despite the Statute of Frauds because the Quennevilles' possession and substantial improvements effected a substantial and irretrievable change of position, and the trial court neither remade the contract in describing the mortgage collateral nor abused its discretion in excluding the Buttolphs' expert testimony.