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Detail of Buyer’s Remorse
by Ron Davis

Did the owners of a Georgia shopping center provide sufficient details of their property so that its buyers knew what they were getting?

Not according to the buyers. So they tried to back out of a deal for the purchase of the shopping center—Wellington Square in suburban Atlanta—and get their $50,000 in earnest money back.

They said they had second thoughts because of “an inadequate description of the property in the sales agreement.” That description, they added, did not allow them to identify the property “with reasonable definiteness.”

Georgia law requires that a contract for the sale of land be in writing and provide a sufficiently definite description of the property to be sold. That sales agreement, however, doesn’t necessarily have to contain a minute or perfectly accurate description of the property, only a “key” to identify the property. But that key must lead a buyer “unerringly” to the tract that is for sale.

The owners of Wellington Square pointed out that no party to the agreement had ever expressed any confusion over the precise location, size or boundaries of the property. Moreover, they added, they had in fact provided a “key” in the sales agreement that gives enough details about the property to satisfy the law. That key, they explained, contains a description that is recorded at the local courthouse.

They therefore sued to retain the earnest money of the buyers.

A Georgia county court ruled in favor of the shopping center owners, explaining, “Georgia law does not require perfect property descriptions in real estate sales contracts. A description need only identify the land with reasonable definiteness or contain a key by which the property may be located by using extrinsic evidence…. [We find] that the agreement contains a key that leads unerringly to a metes and bounds description of the property, plus specific references to the deed to secure debt encumbering the property.”

On appeal of that decision, a Georgia appellate court upheld the lower court ruling. (Nhan v. Wellington Square, LLC, 2003 WL 22401270 [Ga.App.])

Decision: October 2003
Published: November 2003



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