(dissenting).
I disagree with the result reached by the majority because I would answer the question posed by II. A. of the majority opinion in the affirmative. Although the majority correctly states that the plaintiff has the burden of proof on this issue, rule 14(f)(5), Rules of Appellate Procedure, it fails to take into account the other rigorous legal standards which govern our analysis of this issue. The law is settled that in an action for the specific performance of an oral contract for the conveyance of real estate, the burden of proof is on the plaintiff to prove the existence of the contract by clear, satisfactory and convincing evidence. This does not mean that proof of the contract must be undisputed or to an absolute certainty—reasonable certainty is sufficient. Vanston v. Rupe, 244 Iowa 609, 618, 57 N.W.2d 546 (1953); Hastie v. Van Meter, 183 N.W.2d 650, 651-652 (Iowa 1971); Severson v. Elberon Elevator, Inc., 250 N.W.2d 417, 420 (Iowa 1977); see 71 Am.Jur.2d Specific Performance, § 208 at p. 266 (1973). Further, specific performance will not be ordered by a court of equity where there is vagueness, *623indefiniteness or uncertainty with regard to any of the essential terms of the agreement, Tri-States Investment Company v. Henryson, 179 N.W.2d 362, 363 (Iowa 1970). After reviewing the record in this case, I conclude, as did the trial court, that plaintiff did not meet his burden of proof in this respect.
Although the record reflects that the negotiations between the parties culminated in a written offer to purchase made by Armstrong, it is far from clear that an oral contract resulted from those negotiations. F. M. Wonderlin, the Deputy Receiver, testified that on March 11, 1975, he spoke with Armstrong by telephone at least once and possibly twice. Wonderlin stated that during the conversation that transpired the morning of March 11, he informed Armstrong that his offer had been accepted and arranged for an appointment with him on March 13 to close the transaction.
Both the defendant’s version and the findings of the trial court differ substantially. Armstrong testified that there were definitely two telephone conversations on March 11 and during the first morning conversation, Wonderlin informed him that he could not accept his offer because of the revised purchase price contained therein. Armstrong also stated that he was then asked to come to Des Moines on March 14 to further negotiate a purchase, but the date was changed to March 13 in a subsequent call that day. According to Armstrong’s testimony, he advised Wonderlin during the first conversation on March 11 that he had changed or was in the process of changing his mind about the purchase of the contracts and that, after that call took place, he made a written memorandum indicating Wonderlin’s unhappiness with the amount of his offer. Armstrong’s office manager listened in on the initial conversation with Wonderlin and verified Armstrong’s testimony with regard to the substance of that conversation.
The Receiver’s attorney testified that he called Armstrong on March 12 to discuss the details of closing the transaction although Armstrong indicated that he could not recall that conversation. However, the evidence does establish that no written acceptance was ever sent to Armstrong. On the morning of March 13, the Receiver received the court order authorizing the sale, but Armstrong did not appear at the scheduled meeting that day.
According to the trial court’s findings of fact, during the initial March 11 conversation, Wonderlin stated that he could not accept Armstrong’s offer and that during the second conversation that day, he notified Armstrong that a meeting had been set up for March 13, presumably for the purpose of negotiating price. As a result of these two conversations, the trial court found that the defendant was justified in concluding that Wonderlin did not intend to accept the offer and, therefore, Wonderlin had rejected it.
Although we are not bound by the trial court’s findings of fact, we may give them weight in appropriate instances. Rule 14(f)(7), R.App.P. I believe that this case presents just such an instance, especially since the credibility and demeanor of various witnesses giving conflicting testimony were crucial aspects of this case. There is no substantive testimony apparent from this record which justifies this court’s action in overruling the trial court. Indeed, the closest thing to substantive evidence is the testimony of Armstrong’s office manager which supports the findings of the trial cou'rt and contradicts those of this court.
In light of the fact that the trial court was in the best position to observe the demeanor of the witnesses, I would defer to that court’s findings of fact and affirm its determination that Wonderlin had rejected Armstrong’s offer and the implicit conclusion that plaintiff failed to meet his burden of proof in establishing the existence of an oral contract.