Bennett v. Steliga

• Court: Rhode Island Supreme Court
• Writing for the Court: Chief Justice Suttell, for the Court.
• Citation: Bennett v. Steliga, 300 A.3d 558 (R.I. 2023)
• Docket Number: 2022–74–Appeal.,PC 20–7250
• Decision Date: 12 September 2023
• Parties: Kevin BENNETT et al. v. Angela STELIGA, individually and personally and as Trustee of The Angela M. Steliga Living Trust dated January 14, 2013, et al.

300 A.3d 558

Kevin BENNETT et al. v. Angela STELIGA, individually and personally and as Trustee of The Angela M. Steliga Living Trust dated January 14, 2013, et al.

No. 2022–74–Appeal.

PC 20–7250

Supreme Court of Rhode Island.

September 12, 2023

Derek M. Gillis, Esq., for Plaintiffs.

Edward J. Mulligan, Esq., for Defendants.

Present: Suttell, C.J., Goldberg, Robinson, and Long, JJ.

Chief Justice Suttell, for the Court.

The defendants, Angela Steliga, individually and personally and as trustee of The Angela M. Steliga Living Trust dated January 14, 2013, and The Angela M. Steliga Living Trust dated January 14, 2013 (Steliga and the trust, respectively), appeal from a Superior Court judgment in favor of the plaintiffs, Kevin Bennett and Elizabeth Pawlson, following the Superior Court's grant of summary judgment on count one and count three of the plaintiffs’ complaint. ¹ This case came before the Supreme Court pursuant to an order directing the parties to appear and show cause why the issues raised in this appeal should not be summarily decided. After considering the parties’ written and oral submissions and reviewing the record, we conclude that cause has not been shown and that this case may be decided without further briefing or argument. For the reasons set forth in this opinion, we affirm in part and vacate in part the judgment of the Superior Court.

IFacts

This appeal centers on the proposed purchase and sale of property located at 63 Patterson Avenue, Warren, Rhode Island (the property). Unless otherwise noted, these facts are undisputed.

On June 18, 2020, Steliga listed the property for sale in her capacity as trustee of the trust. ² The trust owned and held title to the property; Steliga had no claim of ownership or title to it as an individual. Steliga hired Ron Rupp as her real estate agent for the sale and listing.

Around the same time, plaintiffs engaged real estate agent Tammy Bass to help them find and purchase a home in Rhode Island. They placed an offer on the property and Steliga submitted a counteroffer, which plaintiffs accepted. The parties signed a purchase and sales agreement (P&S) for the property on July 18. The plaintiffs paid a deposit of $31,250 and set the closing date for September 30.

The parties executed two key documents in connection with the sale: the seller's disclosure and the P&S. Rupp prepared the seller's disclosure and Bass prepared the P&S, both using standard forms created by the Rhode Island Association of Realtors.

The seller's disclosure form listed the "Seller" of the property as "Angela M. Steliga." The form also indicated that the property was to be conveyed by trustee's deed. Bass used this information from the seller's disclosure form to prepare the P&S. When she drafted the P&S, Bass "mimicked the name that Mr. Rupp provided on the sales disclosures" to populate the space designated for the seller's name. At the time, Bass knew that the deed was to be conveyed by the trustee and "[she] assumed that Mr. Rupp would have put the correct name on the sales disclosures ***." Accordingly, Bass listed the "Seller" on the P&S as "Angela M. Steliga." Steliga signed her name on the P&S in the space designated for the "Seller."

The P&S contained two important contingencies. First, a mortgage contingency: "[The P&S] is subject to Buyer obtaining a commitment letter issued by an institutional mortgage lender or mortgage broker (‘Lender’) on or before 08/17/2020," according to certain specified terms.

Second, an inspections contingency, which allowed the buyer ten days "to conduct and complete inspections, obtain inspection reports, deliver to Seller or Listing Licensee any and all requests relating to inspections, obtain Seller's response, and resolve all such requests with Seller in writing or this contingency shall be deemed waived." The inspections contingency also stated in relevant part, "Buyer may terminate this [P&S] by sending written notice of termination to Seller or Listing Licensee" for several listed reasons; for example, if "Buyer is not satisfied with the results of the inspections[.]" (Emphasis added.) However, the next subsection provided that "[i]f Buyer fails to deliver such written notice of termination , this Contingency shall be deemed waived and Buyer will forfeit Buyer's right to terminate this [P&S] based on the Inspections Contingency." (Emphasis added.)

The written notice requirement contained in the inspections contingency extended to the entire P&S. The document provided in relevant part, "All notices as required in specific Sections of this [P&S] shall be in writing "; and "This [P&S] may not be changed, modified, or amended in whole or in part except in writing , signed by all parties." (Emphasis added.)

Once the parties signed the P&S, an inspection of the property was conducted on July 28 with plaintiffs, Bass, and Rupp all present. After the inspection, plaintiffs compiled a list of requested repairs for Steliga, which they drafted into a repair addendum. With the repair addendum, plaintiffs prepared an amendment to the P&S, which proposed adding a $5,500 credit to plaintiffs’ closing costs. ³ Bass explained that the closing credit was proposed as a means to help plaintiffs pay for the requested repairs, if Steliga elected not to pay for them herself.

The plaintiffs signed the repair addendum on July 31; Steliga did not. The events following Steliga's decision not to sign the repair addendum are disputed. Three witnesses were deposed—Steliga, Rupp, and Bass—each providing his or her own account.

To begin, Steliga explained that the last time she was involved in a purchase and sale of real property was in 1992, when she and her husband, now deceased, purchased the Patterson Avenue home and her husband had handled everything. She conceded that she was only "[s]omewhat" familiar with the process of selling a home and understood that she would "have to hire a real estate broker." Steliga confirmed that Rupp advised her throughout the entire sale process, and she stated that she did not retain an attorney until the end of July, after she had signed the P&S.

Steliga explained that she did not sign the repair addendum after the home inspection because she did not wish to pay for any repairs. Steliga's deposition, however, revealed her confusion about the repair addendum's power to terminate the P&S. Primarily, Steliga stated that she believed the property had been listed for sale "as is." Listing the property for sale "as is," according to Steliga's professed understanding, meant that any request for repairs by plaintiffs automatically canceled the P&S.

Once Steliga made her decision to refuse the repairs, Rupp and Bass discussed it over the phone on or around August 5 or 6. The contents of the call are disputed.

In Rupp's deposition, he testified that, after he informed Bass of Steliga's decision, Bass then told him that plaintiffs were "backing out" of the sale as a result of Steliga's refusal. Rupp additionally testified, however, that Bass called him "the next day" to say that plaintiffs had "changed their minds and they want[ed] to move forward." Rupp acknowledged that plaintiffs never sent a written notice of termination of the P&S and that written notice was the only way to amend or cancel the contract. Rupp testified that he "had to have" informed Steliga, at the time, that plaintiffs could only terminate the P&S by written notice.

Bass recalled her phone conversation with Rupp quite differently. In her deposition, Bass testified that she spoke with Rupp on the phone about Steliga's decision to forgo the repairs; but then, according to Bass, she told Rupp that she "would have to have a conversation with [her] clients ***." Bass testified that she never told Rupp that plaintiffs no longer planned to purchase the home and that she never drafted a notice of termination to that effect. In fact, Bass stated that plaintiffs never told her that the repairs were a requirement for them to purchase the property and that they wanted to move forward with the sale. Bass confirmed that she relayed plaintiffs’ decision to Rupp in a later conversation. She also corroborated Rupp's testimony that nothing "was ever sent in writing per our [P&S]" to terminate the agreement.

As to the cost of the repairs, Bass conceded, the $5,500 closing credit was intended to cover only the cost of the sliding doors which plaintiffs requested; the total cost for the remaining repairs was never determined. Bass averred that, typically, the seller is responsible for obtaining an initial quote for the requested repairs and then negotiations proceed from there. Yet, Bass confirmed that an agreement on the repairs was never reached. She also indicated that she and plaintiffs were waiting for Rupp and Steliga to come back to them with a proposed number. She said, "I was hoping that [Rupp] was seeking out contractors."

Steliga never testified that she was aware of her responsibility to get quotes from contractors for the repair costs, although she was not explicitly asked. Steliga testified only that Rupp never discussed her options to negotiate the repairs or the associated costs. Rupp claimed he did. Steliga merely stated that she believed that, once plaintiffs told Bass that they were walking away, the P&S was terminated. ⁴

Steliga further explained that she understood plaintiffs’ repair addendum and the subsequent "back and forth" regarding the repairs to be a "renegotiati[on]" that canceled the original P&S and proposed "a new contract." When probed about whether she ever asked her real estate agent or her attorney if her grasp on "renegotiation" was accurate, Steliga said, "No."

Steliga testified that, prompted by her belief that plaintiffs’ verbal indication and repair addendum canceled the P&S, on or about August 13, she terminated another purchase and sales agreement that she had signed for a home in Seekonk, Massachusetts, where she planned to...