do we have of the terms of the contract? What contract are we supposed to enforce? As stated, if any essential features of the contract must be proved by oral testimony, the contract cannot be enforced under the Statute of Frauds. Shaw v. Cornman, supra; Llewellyn v. Sunnyside Coal Co., 242 Pa. 517, 89 A. 575 (1914); Fleming v. Strayer, 163 Pa. Super. 607, 63 A. 2d 122 (1949). The latter case holds that where the description is insufficient so that a surveyor could not locate the same (See also Pierro v. Pierro, 438 Pa. 119, 264 A. 2d 692, (1970)), where the consideration is not defined and where the purchaser is not identified with particularity, there is nothing upon which the court can base a decree of specific performance.
At the present time, we do not know whether we are supposed specifically to enforce the original "direct lease" transaction or the "buy out" proposition and we do not know what the terms are or the terms of financing. The consideration is nebulous and we are not certain whether the original contract, if it existed, was with Mr. Rea or with his corporation.
Further, we must ask ourselves in determining whether there was an actual contract here: Would we enforce this contract in a suit by Ford against Mr. Rea and 22 Ford Sales, Inc.? Unless they had signed the option agreement attached to the complaint which was repudiated by them, certainly Ford Motor Company would have nothing definite to go on in suing the plaintiffs, since it would appear that nothing more than negotiations looking to a final contract had occurred.
A further stumbling block to plaintiff's action for specific performance is the fact that none of the writings on which he bases his claim for specific relief is signed by any executive officer of Ford Motor Company. Under Henry v. Black, supra, in the absence of such a signature, he must show authority in writing for persons who signed these various letters and documents to bind the Ford Motor Company in a contract for sale of real estate. This, he has failed to do. No one has brought forth a resolution of the Board of Directors of Ford Motor Company authorizing anyone to sign documents with Mr. Rea nor is there any communication or authorization signed by one of Ford's executive officers authorizing any of the employees to execute an agreement with the plaintiffs.
Plaintiff's evidence further falls short of that required to take a case out of the statute as a result of partial performance. For plaintiff to succeed on these grounds, he must show the terms and conditions of the alleged agreement, that he took possession pursuant to the terms of the agreement and made improvements which are not easily compensable in damages. See Klingensmith v. Klingensmith, supra; Rader v. Keiper, 285 Pa. 579, 132 A. 824 (1926). The sale of other assets in reliance upon the alleged oral agreement is insufficient. Haskell v. Heathcote, supra.
In the instant case, we do not know what the terms of the alleged contract were, nor does it appear that plaintiff took possession under the contract rather than under the terms of the lease. The lease is in evidence as defendant's Exhibit 3, attached to the deposition of Mr. Rea, and does include a legal description of the real estate covered by it which does not include all the real estate which is subject to this suit. It is an ordinary lease for an automobile dealer extending for a term of 60 months from November 16, 1964, or such time as the buildings on the premises may be completed and ready for occupancy. It contains no option to renew and nothing is said about an option to purchase the real estate. The cost of the improvements placed on the premises is set forth in the complaint. They appear to be of the type of improvements which an automobile dealer would expect to make in taking possession of the building for this purpose and which he would expect to amortize for tax purposes over the term of the lease. It is not the type of improvement such as a large building built on land not covered by the existing lease which was involved in Ridley Park Shopping Center, Inc. v. Sun Ray Drug Co., supra.
Although not pleaded in the complaint, plaintiffs at argument indicated that they were also relying upon an implied resulting trust or a constructive trust. It was pointed out at argument the doctrine of resulting trust does not apply at all since this is not a case where plaintiff furnished the purchase price of the property and put the title in the name of someone else. See Watkins v. Watkins, 101 Pa. Super. 426 (1931) holding there could be no such trust where there was no fraud in obtaining the title or no payment of the purchase money by the plaintiff prior to acquisition of title. Nor is it a case of a constructive trust where the alleged trustee was in a confidential relationship with the plaintiff and plaintiff had title placed in the name of the alleged trustee for some confidential purpose. In this case, plaintiff never owned the property and assented to Ford Motor Company purchasing it in its own name. These parties were a dealer and a manufacturer. There was not necessarily any confidential relationship between the two. If plaintiffs wished to protect themselves, they should have insisted upon some agreement or memorandum in writing signed by Ford showing that Ford was acquiring the title for the benefit of the plaintiffs, but no such document exists. For the above reasons, we feel that we must grant the Motion for Partial Summary Judgment on Counts 2 and 7. All the material submitted shows there is no genuine issue as to any material facts and defendant is entitled to judgment as a matter of law on these two claims.
We appreciate that this is a matter of great importance to the plaintiff and that there may be substantial ground for difference of opinion. The plaintiff has requested that if we arrive at this decision, we enter a certificate permitting an appeal to be taken from this order if the same is necessary, pursuant to 28 U.S.C. 1292(b).
In view of the fact that this order completely dismisses plaintiff's claims under the second and seventh causes of action, it does not appear that there is a need for an order under 1292b. However, in order to protect plaintiff's rights in case there is any misunderstanding with respect to this, we will make such a certificate.
Further, in accordance with Rule 54(b), we make an express determination that there is no just reason for delay with respect to the determination of plaintiff's claims under the second and seventh causes of action and we expressly direct entry of judgment for the defendant with respect to said claims.