Condominium Descriptions and Futile Tender: The Idaho Supreme Court Refines Statute of Frauds and Specific Performance in McLaughlin v. Moore

I. Introduction

In McLaughlin v. Moore, Docket No. 51858-2024 (Idaho Dec. 23, 2025), the Idaho Supreme Court addressed two recurring and highly practical issues in real estate litigation:

• What constitutes a sufficient property description for a condominium in a written purchase and sale agreement under the statute of frauds?
• When is a buyer’s “tender” of the purchase price sufficient to support specific performance, especially where the contract makes time of the essence and the buyer is relying on institutional financing?

Patrick and Meghan McLaughlin agreed to purchase a ski-in/ski-out condominium at Schweitzer Mountain from Sharelynn and Jason Moore using an Idaho Association of Realtors RE-21 Real Estate Purchase and Sale Agreement (“REPSA”). After signing the contract and proceeding toward closing, the Moores changed their minds, refused to proceed with the transaction, and began renting the property instead. The McLaughlins sued for breach of contract, seeking specific performance and damages.

The case produced:

• A bench trial limited to the Moores’ statute-of-frauds defense (focusing on the adequacy of the property description).
• Multiple rounds of partial summary judgment practice, culminating in the district court’s ruling that specific performance was unavailable because the McLaughlins had not tendered the full $525,000 purchase price into escrow by the closing date.
• A jury verdict finding breach of contract and awarding $25,000 in damages, followed by a substantial contractual fee award to the McLaughlins.

On appeal, the McLaughlins challenged the denial of specific performance; the Moores cross-appealed on the statute of frauds and the fee award. The Supreme Court’s opinion clarifies Idaho law in three important ways:

1. For condominiums, a property description that includes the unit number, project name, and street address is “good and sufficient for all purposes” under Idaho Code § 55-1526, satisfying the statute of frauds without more.
2. In a time-is-of-the-essence REPSA, a buyer who has wired their own funds to escrow, secured loan approval, and stands ready to close is deemed to have made valid tender, even if the lender never funds the loan because the seller repudiated and refused to sign closing documents.
3. Where a single breach-of-contract claim is litigated and the plaintiff wins on liability and obtains damages, the plaintiff is the “prevailing party” for contractual fee purposes even if a particular equitable remedy (e.g., specific performance) was denied at one stage.

The Court affirmed dismissal of the statute-of-frauds defense and affirmed the fee award, but reversed the dismissal of specific performance and remanded so the district court can “balance the equities” and decide whether to order the Moores to convey the condominium.

II. Summary of the Opinion

A. Key Holdings

1. Statute of Frauds – Condominium Description
   The REPSA’s description of the property as:
   • “419 Crystal Springs Rd, #2, Sandpoint, Idaho 83864” (street address and unit number), and
   • “Twin Creeks Condos” in the “legally described as” blank
   satisfies the statute of frauds under Idaho Code § 55‑1526. A condominium may be “legally describe[d]” by its unit designation and project name as shown on the recorded plat or declaration, and such a description “shall be deemed good and sufficient for all purposes.”
2. Specific Performance and Tender
   The district court erred as a matter of law in holding that specific performance was unavailable because the McLaughlins did not tender the entire $525,000 purchase price into escrow on the closing date. Where:
   • buyer has paid earnest money,
   • secured loan approval,
   • wired their own down payment into escrow,
   • executed closing documents, and
   • stands ready, willing, and able to close,
   but the lender withholds funding solely because the seller refuses to sign the deed and attend closing, the buyer has made a valid tender. The seller cannot invoke the buyer’s lack of full funding when the seller’s own repudiation prevented the final wire.
3. Remand for Equitable Balancing
   Specific performance is an “extraordinary remedy” and not a matter of right. Having held that specific performance is legally available, the Court remanded for the district court to:
   • weigh the equities between the parties, and
   • decide whether to grant specific performance.
   If specific performance is granted, the $25,000 damages award must be vacated to avoid double recovery.
4. Attorney Fees in the Trial Court
   Under paragraph 29 of the REPSA, which contains a mandatory fee-shifting clause, the McLaughlins were properly found to be the prevailing party on their breach of contract claim and awarded $170,509.50 in attorney fees and $7,422.28 in costs. The Supreme Court found no abuse of discretion in the prevailing-party determination or in the amount awarded.
5. Attorney Fees on Appeal
   The McLaughlins, as the prevailing party on both appeal and cross-appeal, are entitled to attorney fees and costs under the REPSA’s fees clause and Idaho Appellate Rule 40.

B. Issues Formally Addressed

1. Whether the REPSA’s property description was sufficient under the statute of frauds for a residential condominium sale.
2. Whether buyers seeking specific performance must tender the entire purchase price into escrow on the closing date in a time-is-of-the-essence contract where the seller has repudiated.
3. Whether the district court properly awarded the McLaughlins attorney fees as the prevailing party.
4. Whether either party is entitled to attorney fees and costs on appeal.

III. Detailed Analysis

A. Statute of Frauds and Condominium Descriptions

1. Legal Framework

Idaho’s statute of frauds, Idaho Code § 9-505(4), provides that an agreement for the sale of real property is invalid unless it is:

• in writing, and
• signed by the party to be charged (or that party’s authorized agent).

To be specifically enforceable, a land sale contract must generally include:

• the parties,
• the subject matter,
• the price or consideration,
• a description of the property, and
• all essential terms of the agreement.

This framework comes from decisions like P.O. Ventures, Inc. v. Loucks Family Irrevocable Trust, 144 Idaho 233, 159 P.3d 870 (2007).

For condominiums specifically, Idaho has a dedicated statutory scheme—the Condominium Property Act, Idaho Code §§ 55-1501 to 55-1528. The key provision in this case is § 55‑1526:

Every deed, contract of sale, lease, mortgage or other instrument may legally describe a condominium by its identifying number, symbol, name or other identification or designation as shown on the plat of record or as shown in the declaration, and every such description shall be deemed good and sufficient for all purposes. (Emphasis added)

This is a powerful statutory shortcut: where the subject is a condominium, the legislature has declared that using the unit’s identifier and project name is a complete and sufficient legal description, without requiring metes-and-bounds or even an explicit reference within the contract to the recorded plat or declaration.

2. Precedents the Court Confronted

The Moores relied on a line of Idaho cases applying the statute of frauds to non-condominium property:

• Ray v. Frasure, 146 Idaho 625, 200 P.3d 1174 (2009).
  The contract there described the property as “2275 W. Hubbard Rd., City of Kuna, County of Ada, Idaho 83634,” left the legal description blank, and did not attach or incorporate any legal description. The Court held:
  • a description consisting solely of a physical address is not sufficient under the statute of frauds, because it does not reveal the quantity, identity, or boundaries of the real property.
  • extrinsic evidence cannot be used to supply an entirely missing legal description unless the contract itself points to that extrinsic source.
• 616 Inc. v. Mae Properties, LLC, 171 Idaho 610, 524 P.3d 889 (2023).
  Extending Ray to leases, the Court held that although the description standard for leases can be slightly more forgiving than for sales, a mere street address still “gives no indication of the quantity, identity, or boundaries of the real property.” A physical address alone is insufficient.

These precedents capture a general principle: the property must be described with enough specificity that someone can identify “exactly” what parcel is being conveyed, without resort to speculation.

3. Application to the REPSA in McLaughlin

The disputed REPSA described the property two ways:

• “COMMONLY KNOWN AS”: 419 Crystal Springs Rd, #2, Sandpoint, Idaho 83864.
• “Legally described as”: Twin Creeks Condos.

The Moores argued:

• This was effectively only a street address, with no metes and bounds and no express reference to a recorded instrument.
• “Twin Creeks Condos” was ambiguous and potentially misleading because the actual project name was “Twin Creeks Condominium,” and the plural “Condos” did not specify a single unit or project.

After a focused bench trial on the statute-of-frauds defense, the district court—and now the Supreme Court—rejected those arguments.

The Supreme Court’s reasoning, anchored in § 55‑1526 and in the unique nature of condominium ownership, proceeds in several steps:

1. Condominiums are distinct legal estates with statutorily defined boundaries.
   Under Idaho Code §§ 55‑1503 and 55‑1509:
   • A “unit” is the “separate interest in a condominium,” and the “common area” is “the entire project excepting all units.”
   • The statute defines the physical boundaries of a unit (the interior surfaces of walls, floors, ceilings, windows, and doors, plus the airspace), and confirms that those existing physical boundaries control over any metes-and-bounds variance.
   • Owners have fee simple to the unit plus an undivided interest as tenants in common in the common areas.
   Thus, by designating a specific unit in a named condominium project, the parties are already implicitly incorporating a set of statutorily and document-defined boundaries and incidents of ownership.
2. Section 55‑1526 authorizes a simplified form of description.
   The Court emphasized the statute’s language that a condominium may be described “by its identifying number, symbol, name or other identification or designation as shown on the plat of record or as shown in the declaration,” and that such a description is “good and sufficient for all purposes.”
   
   The REPSA did exactly that:
   • “#2” identified the unit, and
   • “Twin Creeks Condos” identified the project.
   • The full mailing address confirmed the location (city, state, ZIP).
   Under § 55‑1526, nothing more was required; the description was “good and sufficient” to identify the property to be conveyed.
3. Distinguishing Ray and 616 Inc.
   The Court clarified that those cases dealt with a single-family or other non-condominium parcel where only a street address was provided and no legal description or recorded reference existed in the document:
   • In Ray, there was no unit designation or project name; just “2275 W. Hubbard Rd.”
   • In 616 Inc., the problem was again a bare street address.
   By contrast, the McLaughlin REPSA:
   • identified the property as a condominium in “Twin Creeks Condos,” and
   • named a specific unit: “#2.”
   Because the Legislature created a special rule for condominiums, the general “physical address alone is insufficient” principle from Ray does not control where the statutory condominium description is properly used.
4. Rejecting alleged ambiguity in “Twin Creeks Condos”
   The Moores argued that using “Twin Creeks Condos” (plural) could refer to multiple buildings or units. The Court found this strained:
   • Read together with “#2” and the specific street address, the phrase could only reasonably refer to “Twin Creeks Condominium.”
   • There was no evidence of any actual confusion or competing interpretations.
   In substance, “Twin Creeks Condos” was sufficient to invoke the recorded condominium project identified as “Twin Creeks Condominium.”

Because § 55‑1526 resolved the sufficiency issue, the Court explicitly declined to reach two alternative arguments:

• That the McLaughlins’ actions constituted “part performance” under Idaho Code § 9‑504.
• That the Moores were improperly attempting to use the statute of frauds as a “sword” to escape their own breach (an issue linked to prior dicta in Tricore Investments, LLC v. Estate of Warren but narrowed in Geringer Capital v. Taunton Properties, LLC).

4. Doctrinal Significance

The holding on the statute of frauds is significant because it:

• Clarifies the status of condominiums under Idaho’s statute of frauds.
  For condominium transactions, the combination of:
  • unit number or designation,
  • project name, and
  • location/address
  is enough to satisfy the writing requirement. Practitioners do not need to include full metes-and-bounds legal descriptions in the REPSA itself for the contract to be enforceable.
• Cabins Ray and 616 Inc. to their factual contexts.
  Those decisions remain fully applicable to non-condominium parcels and to any agreement that relies solely on a postal address. But they do not invalidate condo contracts that track § 55‑1526.
• Provides comfort for form contracts.
  Idaho brokers and lawyers routinely use RE-21 forms with “commonly known as” and a short legal description field. For condos, so long as the unit and project are appropriately identified, those forms will normally suffice for enforcement, including specific performance.

B. Specific Performance, Tender, and “Time is of the Essence”

1. Standard of Review Clarified

The Moores argued that specific performance decisions are discretionary and can only be reviewed for abuse of discretion. The Supreme Court agreed with that general proposition but emphasized an important qualification:

• Where a trial court denies specific performance based purely on a legal misunderstanding (here, about the law of tender under a time-is-of-the-essence clause), the issue is one of law reviewed de novo.

In this case, the district court never weighed equitable factors such as uniqueness of the property, hardship, or laches. It instead categorically held that specific performance was unavailable solely because the buyers had not deposited the full $525,000 by the contractual closing date. That made the issue a pure legal question about tender and conditions in the REPSA, not a discretionary balancing of equities.

2. Contract Language and Concurrent Conditions

Paragraph 36 of the REPSA provided:

On or before the closing date, BUYER and SELLER shall deposit with the closing agency all funds and instruments necessary to complete this transaction. Closing means the date on which all documents are either recorded or accepted by an escrow agent and the sale proceeds are available to SELLER.

The district court treated “sale proceeds are available to SELLER” as effectively a condition precedent that buyers had to satisfy (by funding the entire purchase price) before they could claim default or seek specific performance.

The Supreme Court disagreed, construing the provision in light of Idaho contract doctrine:

• Concurrent conditions. The buyers’ obligation to deposit funds and the sellers’ obligation to deposit the conveyancing instruments were concurrent—each due at the same time. Citing Marshall v. Gilster, 34 Idaho 420, 201 P. 711 (1921), the Court noted that, in doubtful cases, courts usually treat payment and conveyance obligations as concurrent to avoid injustice.
• Effect of non-performance by the seller. Because the Moores never performed (refused to attend closing and refused to sign a deed), the condition requiring buyers to deposit all funds into escrow never fully arose. A party cannot insist on the other side’s strict compliance with a concurrent condition it has itself refused to perform.

3. Tender and the Futility/Prevention Doctrine

The district court relied heavily on Kessler v. Pruitt, 14 Idaho 175, 93 P. 965 (1908), and the traditional rule that in a time-is-of-the-essence real estate contract, a buyer seeking specific performance must make a timely and actual tender to put the seller in default.

Idaho cases define “tender” (e.g., Indian Springs LLC v. Indian Springs Investment, LLC, 147 Idaho 737, 215 P.3d 457 (2009); Allied Investments, Inc. v. Dunn, 104 Idaho 764, 663 P.2d 300 (1983)) as:

• an unconditional offer of the contract amount,
• with the money “present and ready,” and
• a physical act of offering it (not just a verbal promise).

However, more recent cases, including Kessler v. Tortoise Development, Inc., 134 Idaho 264, 1 P.3d 292 (2000), recognize that a buyer “is not required to tender payment where such tender would be futile.” This dovetails with the broader prevention doctrine: a party who prevents the occurrence of a condition cannot rely on its non-occurrence to escape liability. The Court cites:

• Dengler v. Hazel Blessinger Family Trust, 141 Idaho 123, 106 P.3d 449 (2005), and
• Corbin on Contracts § 767

to reaffirm that principle.

4. Application to the McLaughlins’ Conduct

The undisputed evidence showed that the McLaughlins:

• Paid $10,000 earnest money to the title company shortly after contract formation.
• Obtained a preliminary title insurance commitment.
• Secured loan approval from Rivermark Community Credit Union for a $393,750 conventional loan at 2.5% interest (30-year fixed).
• Paid for an appraisal of the condominium.
• Wired $127,407.95 in personal funds to the closing agent (Pioneer Title) as their down payment shortly before the scheduled closing.
• Traveled to the title company and executed their closing documents.

The lender’s senior mortgage officer testified unambiguously that:

• Rivermark would not wire the loan proceeds until both sides had signed their closing documents, including a fully executed bargain-and-sale deed from the sellers; and
• Rivermark did not fund the loan because the Moores never signed those seller-side documents or produced a deed.

In other words, the only missing element of “full payment” was the lender’s final wire, and that failure was directly caused by the Moores’ refusal to close.

On these facts, the Supreme Court reached two interlocking conclusions:

1. The McLaughlins made a valid tender.
   They had the funds “present and ready”:
   • their own down payment was physically in escrow; and
   • the loan proceeds were approved and would have been wired upon receipt of the signed seller documents.
   The buyers did everything reasonably within their power to complete the transaction. The remaining step—the lender’s wire—was conditioned on a seller act the Moores refused to perform.
2. The Moores cannot benefit from their own repudiation.
   It would be legally improper to allow the Moores to:
   • refuse to execute a deed and boycott closing, and then
   • argue that the buyers forfeited specific performance because the lender never wired the loan funds.
   Under the prevention doctrine, the non-occurrence of the funding condition is attributable to the Moores’ conduct, not to any failure by the McLaughlins.

Thus, as a matter of law, the buyers:

• were “ready, willing, and able” to perform, and
• had effectuated a legally sufficient tender in the circumstances.

The district court’s rule—that a buyer must always and literally fund the entire purchase price into escrow by the closing date before specific performance is available—was rejected as too rigid and inconsistent with Idaho law when a seller has repudiated.

5. Specific Performance as an Available but Discretionary Remedy

Having corrected the legal misstep on tender, the Court did not itself order specific performance. It reiterated the traditional equitable principle (from cases like Suchan v. Rutherford, Perron v. Hale, and P.O. Ventures) that:

• Specific performance is an extraordinary remedy, not a matter of right.
• When land is involved, there is a presumption that money damages are inadequate due to the perceived uniqueness of real property.
• The trial court must “balance the equities” between the parties in deciding whether specific performance is appropriate.

Accordingly, the Supreme Court:

• held that specific performance is legally available in this case, but
• remanded for the district court to conduct the equitable analysis it had previously bypassed.

If the district court on remand grants specific performance, it must vacate the $25,000 damages award to prevent double recovery for the same breach.

C. Attorney Fees and the Prevailing Party

1. Contract-Based Fee Shifting

Paragraph 29 of the REPSA contains a broad, mandatory fee-shifting provision:

If either party initiates or defends any arbitration or legal action or proceedings which are in any way connected with this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party reasonable costs and attorney's fees, including such costs and fees on appeal.

Two key features:

• It applies to any action “in any way connected with” the agreement (not just direct enforcement actions).
• It authorizes fees at trial and “on appeal.”

The Supreme Court reiterated its more general rule (see, e.g., Gangi v. DeBolt, Primera Beef, LLC v. Ward, Humphries v. Becker):

• When a valid contract provides for attorney fees, the terms of that provision control; it is not necessary to resort to Idaho Code § 12‑121 or general “prevailing party” concepts, except to the extent needed to interpret the contract’s meaning of “prevailing party.”

2. Who Prevailed?

At the trial level:

• The McLaughlins asserted a single cause of action: breach of contract (REPSA).
• They requested both:
  • specific performance, and
  • monetary damages
  as remedies for that one claim.
• The Moores did not counterclaim; they only raised affirmative defenses (statute of frauds, oral rescission, abandonment, etc.).
• The jury found a valid contract existed, had not been rescinded or abandoned, that the Moores breached the contract, and that the breach caused $25,000 in damages.

The Moores argued that they were the “real” prevailing party because the trial court had denied specific performance, allowing them to retain the condo. Alternatively, they argued that neither party prevailed because each won and lost on different “issues.”

The Supreme Court rejected both framing attempts:

• Specific performance and damages are alternative remedies, not separate claims. The McLaughlins’ claim was breach of contract; they prevailed on that claim.
• The Moores’ affirmative defenses (statute of frauds, oral rescission, abandonment) all ultimately failed.
• Because the contract’s fee clause looks to whether a party “prevails” in litigation “connected with” the REPSA, and the McLaughlins prevailed on the only cause of action, the district court acted within its discretion in designating them the prevailing party.

The Court also noted more broadly (citing Miller v. Rocking Ranch No. 3 POA and VanRenselaar v. Batres) that when a contract grants fees on a claim-by-claim basis, courts look to who prevailed on the relevant claim covered by the clause—not on each sub-issue or remedy request.

3. Reasonableness of the Fee Amount

The district court awarded:

• $170,509.50 in attorney fees; and
• $7,422.28 in costs.

The Moores mounted a collateral attack on the amount, making three arguments:

1. Fees related to the omnibus summary judgment motion were excessive and should have been sanctioned as “overly voluminous” or frivolous.
2. Fees tied to the pursuit of specific performance were unreasonable because that equitable remedy had purportedly failed.
3. The court allegedly used the fee award to “balance outcomes,” which they argued was improper under cases like Eighteen Mile Ranch, LLC v. Nord Excavating & Paving, Inc., 141 Idaho 716, 117 P.3d 130 (2005).

The Supreme Court disposed of these arguments as follows:

• Omnibus summary judgment fees not preserved.
  The Moores did not challenge those specific entries as “unreasonable” under Idaho Rule of Civil Procedure 54(e)(3) during the fee proceedings; rather, they separately sought Rule 11/11.2 sanctions (which the trial court denied). Because they raised a different theory on appeal than at trial, the issue was not preserved. Idaho appellate practice requires a party to present the same legal theory to the trial court, secure a ruling, and then appeal that ruling.
• Fees for specific performance work were recoverable.
  The work was undertaken in pursuit of the underlying breach-of-contract claim, which the McLaughlins won and which was “in any way connected with” the REPSA. The fact that the district court temporarily denied specific performance did not retroactively make those efforts unreasonable, especially now that the Supreme Court has revived specific performance as an available remedy.
• No evidence of “equity balancing” through fees.
  The record contained no indication that the district court used the fee award to “correct” the perceived imbalance between a $25,000 damages award and nearly $200,000 in litigation costs. Instead, the court:
  • walked through the challenged categories (settlement/mediation, pro hac vice admission, travel, communications with non-parties, hourly rate increases);
  • made targeted adjustments (e.g., removed $381 for unrelated communications; disallowed retroactive rate increases); and
  • applied the Rule 54(e)(3) factors in a reasoned, if concise, way.
  Under Idaho precedent, courts need not write exhaustively on each factor so long as the decision reflects a reasoned application of them.

Because the Moores failed to show an abuse of discretion, the fee award stood.

D. Attorney Fees on Appeal

On appeal, both sides invoked the REPSA’s fee clause, and the Moores also invoked Idaho Code § 12‑121, claiming the appeal was frivolous because it challenged denial of summary judgment.

The Supreme Court:

• Rejected the § 12‑121 claim because the Moores did not prevail on appeal; and
• Confirmed that, under the REPSA’s express language, the “prevailing party” on appeal is entitled to reasonable fees and costs.

Given that:

• the McLaughlins prevailed on the main appeal (specific performance) and
• also prevailed on the cross-appeal (statute of frauds and trial-level fees),

they are entitled to their reasonable fees and costs on appeal.

IV. Complex Concepts Explained

1. Statute of Frauds in Real Estate

The “statute of frauds” is a centuries-old rule designed to prevent fraud and perjury in important transactions. For real estate, it generally means:

• No enforceable contract to buy/sell land unless there is a written document signed by the party to be bound.

Key requirements for land sale contracts include:

• identifiable parties (buyer and seller),
• identifiable property (with enough detail to know exactly what is being conveyed),
• the purchase price or consideration, and
• essential terms such as closing date, contingencies, etc.

Without an adequate property description, a court will not order specific performance because the court is unwilling to guess what parcel was intended.

2. Condominium Ownership and Legal Description

Condominium ownership is often described as a “hybrid”:

• Exclusive ownership of a unit—essentially the space within the walls of a specified unit; and
• Shared ownership (as a tenant in common) of the common elements—hallways, roofs, foundations, amenities, etc.

Because this structure is standardized by statute, the law allows a simplified legal description. Instead of repeating metes and bounds, one can simply say:

Unit 2, Twin Creeks Condominium, City of Sandpoint, Idaho

and, by reference to the recorded plat and declaration, everyone can determine exactly what real estate interest is involved.

3. Specific Performance

“Specific performance” is a court order requiring a party to perform its contractual obligation, instead of (or in addition to) simply paying money damages. In real estate:

• Courts often presume money damages are inadequate, because each parcel of land is considered “unique.”
• Nonetheless, specific performance is not automatic; the court examines:
  • the fairness of the contract,
  • whether performance is still feasible,
  • whether granting the remedy would cause undue hardship, and
  • the parties’ conduct (e.g., delay, bad faith).

In McLaughlin, the core question was not whether land is unique (it is presumed to be), but whether the buyers had met the prerequisite of making a valid tender of the purchase price so that specific performance could even be considered.

4. Tender and Time-Is-of-the-Essence Clauses

A “tender” is a technical term: it is not just promising to pay, but actually offering to perform—having the money ready and making a real offer of payment.

A contract clause stating “time is of the essence” means the specified dates (for performance, closing, etc.) are strict deadlines. Missing them may be treated as a material breach.

Historically, if a buyer wanted specific performance of a time-sensitive land contract, they needed to:

• appear at the appointed place,
• on the appointed date,
• with the full purchase price in hand, and
• offer it to the seller or escrow.

Modern practice recognizes that:

• buyers often finance purchases through lenders; and
• lenders will not wire funds until the seller has signed closing documents.

McLaughlin confirms that, under these modern realities, a buyer:

• does not need to force the lender to fund in the face of a clear seller repudiation, and
• can satisfy tender by placing their own funds into escrow, securing loan approval, and being ready to close if the seller cooperates.

5. Concurrent Conditions vs. Conditions Precedent

Two types of contractual conditions matter here:

• Condition precedent: an event that must occur before one party has any duty to perform (e.g., buyer must secure financing before seller has to convey).
• Concurrent conditions: duties that are due at the same time, with each side’s performance dependent on the other’s (e.g., buyer pays at closing while seller simultaneously delivers deed).

Where duties are concurrent:

• neither party can insist on exact performance by the other while refusing to perform its own part; and
• a party that prevents the other’s performance cannot rely on that non-performance as a defense.

The REPSA here created concurrent conditions at closing: buyers deposit funds, sellers deposit instruments. The Moores’ refusal to sign deprived them of the ability to claim the McLaughlins’ “failure” to fund as a bar to specific performance.

6. Part Performance (Though Not Decided Here)

“Part performance” is an equitable doctrine allowing courts to enforce certain oral or defective land contracts when one party’s actions (e.g., taking possession, making improvements, paying substantial sums) unmistakably point to the existence and terms of the contract.

The McLaughlins argued that even if the REPSA description were defective, their acts constituted part performance under Idaho Code § 9‑504. The Court did not need to reach this issue because it found the written description sufficient. Nonetheless, the case illustrates that part performance remains a backstop argument in land-sale litigation where a writing might be challenged.

V. Practical Impact on Idaho Law and Practice

A. Real Estate Drafting and Condominium Transactions

• Validation of common form usage.
  The opinion provides assurance that standard RE-21 forms, when filled out as in this case (unit number, project name, street address), will usually satisfy the statute of frauds for condominiums.
• Best practice still favors referencing recorded instruments.
  Although not required by § 55‑1526, careful drafters should still consider referencing:
  • the recorded condominium plat, and
  • the book and page or instrument number of the declaration,
  to further insulate contracts from challenge and to reduce factual disputes about project names or unit numbering.

B. Litigation Strategy in Specific Performance Cases

• Buyers with lender financing now have clearer guidance.
  Buyers who:
  • secure loan approval,
  • deposit their own funds into escrow,
  • sign their closing documents, and
  • stand ready to close,
  will generally satisfy the tender requirement even if the lender never wires the balance because the seller refuses to cooperate.
• Sellers cannot leverage their own repudiation.
  A seller who announces they will not close, refuses inspections, and fails to attend closing will not be allowed to later argue that specific performance is barred because the buyer did not fully fund. This reduces the strategic value of “just not showing up” at closing to derail a deal.
• Importance of documenting readiness.
  Buyers seeking specific performance should meticulously document:
  • earnest money payments,
  • loan approvals and conditions,
  • wires of down payment funds,
  • execution of closing documents, and
  • communications with escrow and the seller leading up to closing.
  Such evidence was decisive in McLaughlin in proving tender and readiness to perform.

C. Attorney Fees and Litigation Economics

• Contractual fee clauses will be enforced, even when fees dwarf damages.
  The Court’s affirmance of a ~$170,000 fee award on a $25,000 damages verdict underscores that Idaho courts do not impose a proportionality cap when a contract clearly allocates fees to the prevailing party.
• Remedies vs. claims.
  Parties should be careful not to conflate losing an equitable remedy at one stage with losing the underlying claim. So long as the plaintiff ultimately prevails on the substantive contract claim, fees under a broad clause like paragraph 29 remain available.
• Issue preservation remains critical.
  The Court’s refusal to reach several of the Moores’ fee-amount arguments (because they were not properly preserved below) is a reminder that litigants must:
  • make specific, supported objections to fee entries in the trial court, and
  • raise the same legal theories on appeal.

D. Clarification of Appellate Review of Specific Performance Rulings

McLaughlin also refines Idaho’s appellate review framework by:

• confirming that equitable balancing remains a discretionary task, but
• making clear that threshold legal errors (e.g., misstatements of the law of tender or conditions) in granting or denying specific performance are reviewed de novo.

This encourages trial courts to separate:

• purely legal gatekeeping issues (like “must the buyer always fund 100% into escrow?”), from
• fact-intensive and equitable considerations (like hardship or uniqueness).

VI. Conclusion

McLaughlin v. Moore is an important modern Idaho authority on two foundational topics in real estate law: the statute of frauds and specific performance.

• On the statute of frauds, the Court gives full effect to Idaho Code § 55‑1526, holding that a condominium may be validly described by its unit designation and project name, together with a physical address, without more. This distinguishes earlier “physical address alone” cases like Ray v. Frasure and 616 Inc. v. Mae Properties and provides much-needed clarity for condo transactions.
• On specific performance and tender, the Court rejects an inflexible rule that would require a buyer to fund 100% of the purchase price into escrow as a precondition to equitable relief in a time-is-of-the-essence contract. Instead, it confirms that where the seller repudiates and prevents closing, a buyer who has escrowed their own funds, obtained loan approval, and stands ready to close is deemed to have made valid tender and may seek specific performance, subject to equitable balancing.
• On attorney fees, the decision reinforces that:
  • contractual fee clauses govern,
  • prevailing-party analysis focuses on claims (not on individual remedies), and
  • substantial fee awards will be upheld when reasonably supported, regardless of the size of the damages verdict.

Going forward, McLaughlin will be a central citation in Idaho for:

• enforcing condominium purchase agreements against statute-of-frauds challenges,
• analyzing tender and futility in financed real estate transactions, and
• resolving fee disputes under REPSAs and similar fee-shifting provisions.

The case also serves as a practical guide for buyers, sellers, lenders, and litigators on how courts will approach the intersection of modern escrow practices, time-sensitive real estate contracts, and equitable remedies in Idaho.