Northwestern Lumber Co. v. Grays Harbor & P. S. Ry. Co.

(after stating the facts as above). [1] This is an action to enforce the' specific performance of a contract. The contract relates to the sale and conveyance of real estate, which must be in writing under the statutes of Washington (Ballinger’s Codes and Statutes of Washington, §§ 4517, 4518), and under the statute of frauds. Swash v. Sharpstein, 14 Wash. 426 , 44 Pac. 862 , 32 L. R. A. 796. The exception that performance or part performance will take the contract out of the statute is not involved in this case. The only writing signed by the parties making the agreement is a letter of the Railway Company, dated June 9, 1909, and its acceptance by the Lumber Company. Was this writing a completed contract, or in part a treaty looking to further negotiations and an agreement with respect to details not mentioned in the letter ? The letter contained this provision, among others:

This provision was as much a term of the letter and its acceptance as the purchase price or any other term therein mentioned. What was the purpose of this provision? No transfer was to be made until this formal agreement had been entered into by the parties to the transaction. The provision is plainly open…