Whether an agent with written authority to sell land only at specified prices and terms may bind the principal to a sale at lower prices or more favorable terms based solely on the principal’s oral approval.
Holding
No. Because Clark’s written authority did not authorize the more favorable sale terms, Dearlove’s oral authorization of those terms did not satisfy the Statute of Frauds.
Reasoning
The court treated the written authorization as defining the limits of Clark’s power. Although Clark had written authority to sell the lots at specified prices and on specified payment terms, he had no authority under that writing to sell for lower prices or on different terms. A sale outside those limits therefore required new authority from Dearlove.
The court reasoned that Clark would plainly have lacked power to make a sale on altered terms had he acted without consulting Dearlove. Dearlove’s oral assent after Clark communicated the proposed terms did not change the result, because the alteration concerned a contract for the sale of land and had to meet the Statute of Frauds.
Under the Statute of Frauds, the agent’s authority to sign the land-sale contract or its memorandum had to be established by a writing signed by the principal. Oral instructions to make a sale on modified terms were insufficient. Because no written authorization covered the more favorable terms in Clark’s memorandum, the purported contract could not be enforced against Dearlove’s estate.