Can buyers obtain specific performance without fully performing real estate contracts? Collard v. Nagle Const. Explained

In Collard v. Nagle Construction, the Utah Court of Appeals addressed whether a buyer could obtain specific performance of a real estate contract despite disputed facts about contract performance. The case provides important guidance on the requirements for equitable relief in real estate disputes.

Background and Facts
In 1978, the buyer purchased a condominium using a Uniform Real Estate Contract, agreeing to pay through a down payment, mortgage assumption, and transfer of 55,000 shares of Utah Coal and Chemical Company stock. The buyer paid the down payment and tendered the stock but failed to assume the mortgage. The parties entered Addendum 2, requiring the buyer to convey additional value totaling $85,000 if the stock didn’t reach that value within one year. After disputes over stock valuation and no action for nearly twenty years, the buyer sued in 1999 seeking quiet title.

Key Legal Issues
The court addressed whether summary judgment was appropriate when material facts remained disputed about contract performance, and whether the buyer was entitled to specific performance without having fully performed her contractual obligations. The case also involved questions about offset and recoupment when counterclaims are barred by the statute of limitations.

Court’s Analysis and Holding
The court reversed, finding that specific performance requires the aggrieved party to make “an unconditional tender of the performance required by the agreement.” Since disputed facts existed about whether the stock reached $85,000 in value and whether the buyer had fully performed, summary judgment was inappropriate. The court also held that even if the seller’s counterclaims were time-barred, offset or recoupment remained available to prevent inequitable results.

Practice Implications
This decision emphasizes that specific performance is an equitable remedy requiring complete performance by the party seeking relief. Practitioners should carefully document all contract performance and avoid seeking summary judgment when material facts about performance remain disputed. The ruling also demonstrates that offset and recoupment can provide meaningful relief even when affirmative claims are time-barred.