We recently encountered several situations involving the proposed sale of a residential property located in a subdivision where neither the parties nor their respective brokers had included a legal description of the property in the Real Estate Purchase and Sale Agreement. One of the parties asked whether they could terminate that Agreement. We concluded they had the legal right to do so because the Agreement, as written, was invalid due to the fact that it did not comply with the requirements of Washington’s statute of frauds.
Over the past seventy plus years Washington’s courts have held that, in addition to the other requirements of the statute of frauds, every contract or agreement involving a sale or conveyance of platted real property had to contain a description of the property by the correct lot number(s), block number, addition, city, county, and state. For platted property, a reference to the property’s tax parcel number or its address is not sufficient. Washington’s Supreme Court is at variance with the more liberal rule with permits “parol” testimony or extrinsic evidence to explain what particular property the parties meant to describe when they used, for instance, a street address to identify it. This description requirement applies not only to conveyance documents but also to earnest money purchase and sale agreements as well. Martin v. Seigel, 35 Wn.2d 223, 202 P.2d 107 (1949).
In applying Washington’s statute of frauds requirements, the Martin reasoning has been cited time and again with later decisions saying, “(A) deed containing an inadequate legal description is void”. Howell v. Inland Empire Paper Co., 28 W. App. 494, 495, 624 P.2d 739 (1981) and McNaughton Grp., LLC v. Han Zin Park, 181 Wn.2d 1009, 335 P.3d 941 (Wash., 2014).
For earnest money purchase and sale agreements, there are some recognized exceptions to the requirement described above. Washington’s courts agree that an earnest money agreement is valid if it authorizes an agent for the seller to later fill in the legal description and the agent does so. Our courts also recognize an exception in the instance where an earnest money agreement, which does not contain a sufficient legal description, does contain a full reference to another instrument which has a sufficient description included in it. Sunreal, Inc. v. Pong’s Corp., Inc., Docket Nos. 49653-1-I; 49942-4-I, Lexis 1958, (Wash. Ct. App., June 30, 2003).
The requirement for a legal description of unplatted property is a bit more relaxed. While it is always best to have a complete metes and bounds description to avoid any uncertainty, Washington’s Supreme Court decided Bingham v. Sherfey, 38 Wn.2d 886, 35 P.2d 489 (1951) that a description using the property’s tax parcel number, section, township, range, county, and state was sufficient for Washington’s statute of frauds requirements of definitiveness and certainty for unplatted property. Since this 1951 decision, however, the courts have continued to reiterate and continue the requirements set out in Martin for all platted properties.
Given the history, there is no reason to think that Washington’s courts will not continue to require that, to be valid and enforceable, any contract or agreement involving a sale or conveyance of platted real property has to contain a description of the property by the correct lot number(s), block number, addition, city, county, and state. It has been noted that Washington’s rule is “the strictest in the nation” and, as the late Justice Schwellenbach said in Martin, “(W)e do not care to recede from the rule adopted by us, which has been stated in a long line of decisions over a number of years . . . .” and “(W)e do not apologize for the rule.”