Fat Bullies Farm, LLC v. Devenport
| Citation | 164 A.3d 990,170 N.H. 17 |
| Decision Date | 26 May 2017 |
| Docket Number | No. 2015–0692,2015–0692 |
| Parties | FAT BULLIES FARM, LLC v. Lori DEVENPORT & a. |
| Court | Supreme Court of New Hampshire |
Douglas, Leonard & Garvey, P.C., of Concord (Charles G. Douglas, III on the brief and orally), for the plaintiff and counterclaim defendants.
Hinckley, Allen & Snyder, LLP, of Concord (Christopher H.M. Carter and Daniel M. Deschenes on the brief, and Mr. Carter orally), for the defendants.
The plaintiff, Fat Bullies Farm, LLC (Fat Bullies), and the counterclaim defendants, Donald Gould and Peter Simmons, appeal various findings and rulings of the Superior Court (Wageling, J.) made during the course of litigation with the defendants, Alan and Donna Perkins and Lori and Bret Devenport, involving the sale of a 3.1 acre horse farm in North Hampton known as Runnymede Farm. We affirm in part, reverse in part, and remand.
The following facts, taken from the trial court's various orders in this case, are relevant to our analysis. The Devenports bought Runnymede Farm in 1998. The property housed a barn, an apartment, and stables, and included a grazing easement over adjoining lots. When the Devenports purchased the property, they promised to operate it as a horse farm in perpetuity, and to allow the former owner—not a party to this case—to maintain an office on site.
On July 15, 2010, the Devenports ran into Simmons—a real estate investor—at a local restaurant. Because they had been contemplating selling Runnymede, the Devenports asked Simmons if he knew someone who might be interested in purchasing the property. Simmons later told them that he was interested, and inquired into its purchase price. Bret Devenport responded that they were asking $800,000, and that they would only sell Runnymede if the buyer agreed to continue operating the property as a horse farm and to allow the former owner to maintain an office on site.
Simmons thereafter spoke with Gould—a retired Massachusetts attorney—about purchasing the property jointly with the intent to develop and/or resell it. Gould agreed, and the two created Fat Bullies "for the purpose of acquiring real estate for development or resale." Simmons and Gould then contacted an attorney, who drafted an "option agreement" to be executed by the Devenports and Fat Bullies. The draft option agreement stated a purchase price of $700,000.
According to the testimony generally credited by the trial court, the following day, July 16, Simmons and Gould went to Runnymede to meet with the Devenports. Simmons introduced Gould as his attorney, and explained that they were there to talk about purchasing the farm. Simmons asked to see the trophies won by the farm's horses and the stall of a famous horse previously boarded there. Simmons, Gould, and the Devenports also discussed various topics, including the cost of running Runnymede, who would manage the farm, and the horses that were currently being boarded there.
Simmons provided the Devenports with a copy of the draft option agreement. The Devenports reviewed the draft agreement, which they believed to be akin to a right of first refusal. The contract was amended to reflect a purchase price of $800,000. The Devenports reiterated that they would sell the property only if Fat Bullies committed to operating it as a horse farm. Despite their intentions to develop the property, Simmons and Gould agreed. The Devenports and Fat Bullies then executed the agreement, which provided:
Pursuant to this agreement, Fat Bullies paid the Devenports $1,000.
The next day, Simmons and Gould returned to Runnymede to take photographs of the property. While there, Simmons told Lori Devenport that he could see his grandchildren growing up on the farm.
Later that month, Bret Devenport called Simmons to speak about the manner of payment. Simmons told Bret Devenport that he was busy and would return the call later, but it appears that he did not do so. On several occasions Bret Devenport tried to speak with Simmons about payment, to no avail.
Also in July 2010, Simmons began speaking to others in North Hampton, asking whether they were interested in purchasing Runnymede. After hearing this, Lori Devenport sent a letter on October 11, 2010, to Simmons informing him that the Devenports no longer wanted to sell the farm. She sent this letter because she believed that Simmons had lied to them when he promised to operate Runnymede as a horse farm. However, the letter stated that the Devenports had decided not to sell Runnymede because their children were still in school.
On October 12, 2010, Simmons visited Runnymede and asked the Devenports if they were ready to close the sale on the property. Bret Devenport replied that they were not going to sell Simmons the farm. As stated by the trial court, Simmons responded that he would sue the Devenports and would "own Runnymede within 24 hours." Fat Bullies also sent a letter to the Devenports purporting to invoke the option to purchase the farm. Despite Fat Bullies' efforts, the Devenports refused to sell it the property. Instead, in April 2011, the Devenports sold Runnymede to the Perkinses.
Simmons thereafter confronted Bret Devenport at a gas station, and stated something to the following effect:
You've got to make this better. You have until Wednesday morning or the hammer is going to come down. I know where you live .... You can run but you cannot hide. I will take you to court and it will cost you thousands of dollars and not cost me anything.
(Quotation omitted.) The Devenports refused to attempt to invalidate the sale of the property to the Perkinses and this litigation followed.
This litigation consists of four separately filed actions, which the trial court consolidated. Fat Bullies first filed suit against the Devenports, alleging, among other things, breach of the option agreement. It thereafter filed two actions against the Perkinses alleging tortious interference with contractual relations—one seeking monetary relief, and the other seeking equitable relief. Finally, the defendants brought an action against Fat Bullies, Simmons, and Gould in which the Devenports asserted a fraudulent inducement claim, and the Devenports and Perkinses collectively asserted a claim under the Consumer Protection Act (CPA), see RSA ch. 358–A (2009 & Supp. 2016), among other things.
The parties' claims were resolved at various stages of litigation. The trial court dismissed Fat Bullies' claim seeking equitable relief against the Perkinses for purported tortious interference with the option agreement, and granted summary judgment to the Perkinses on Fat Bullies' remaining tortious interference claim. The Perkinses voluntarily non-suited their CPA claim. After trial, the jury returned a verdict in favor of the Devenports on Fat Bullies' breach of contract claim, finding that Fat Bullies failed to prove the existence of a contract by a preponderance of the evidence, and a verdict in favor of Fat Bullies, Simmons, and Gould on the Devenports' fraudulent inducement claim. Additionally, the jury returned an advisory verdict against Fat Bullies and Simmons, but in favor of Gould, on the Devenports' CPA claim. The trial court then denied Fat Bullies and Simmons's motion to set aside the advisory verdict on the Devenports' CPA claim, effectively adopting the jury's advisory verdict.
The trial court also made various non-dispositive rulings against Fat Bullies during the course of litigation. The adverse rulings relevant to this appeal include a ruling granting the defendants' motion to quash a deposition subpoena duces tecum and a ruling limiting the cross-examination of one of the Devenports' witnesses at trial. The trial court also: (1) awarded attorney's fees and costs to the Perkinses, finding that Fat Bullies' claims against them were brought in bad faith; (2) awarded double attorney's fees and double costs to the Devenports as damages under the CPA; (3) determined that the Devenports reasonably incurred $323,593 in fees and $18,233.41 in costs, and that the Perkinses reasonably incurred $199,181.84 in fees and $955.60 in costs; and (4) determined that both Simmons and Gould were personally liable for the payment of the Perkinses' attorney's fees and costs. This appeal followed.
Fat Bullies, Simmons, and Gould now appeal: (1) the trial court's adoption of the advisory jury verdict on the Devenports' CPA claim; (2) the trial court's award of double attorney's fees and costs to the Devenports as damages under the CPA; (3) the trial court's grant of summary judgment to the Perkinses on Fat Bullies' claim seeking monetary relief for the Perkinses' purported tortious interference with the option agreement; (4) the trial court's award of attorney's fees and costs to the Perkinses; (5) the trial court's determination as to the reasonableness of the requested fees; (6) the trial court's ruling that Gould and Simmons were personally liable for payment; and (7) the trial court's rulings quashing Fat Bullies' deposition subpoena duces tecum and limiting the cross-examination of one of the Devenports' witnesses at trial. We address these issues in turn.
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