Kapiolani Blvd. Lands, Inc., Application of
| Decision Date | 18 April 1977 |
| Docket Number | No. 5854,5854 |
| Parties | Application of KAPIOLANI BLVD. LANDS, INC. Marcus Gormley INGLE and Genevieve Hayes Ingle, Petitioners-Appellees, v. AMALGAMATED INVESTMENT, INC., and Thomas K. Suzuki, Respondents-Appellants. |
| Court | Hawaii Supreme Court |
Syllabus by the Court
1. Covenants in a contract for the sale of land, for the breach of which a forfeiture is claimed, are to be construed strictly.
2. A covenant in a contract of sale that the corporate purchaser would not be adjudicated insolvent and that a receiver of its assets would not be appointed was not breached by the involuntary dissolution of the corporate purchaser and the consequent appointment of statutory trustees for its creditors and stockholders.
David H. White, Honolulu (Okano, Noguchi & Wong, Honolulu, of counsel), for respondents-appellants.
Thomas P. Gill, Honolulu (Gill, Park & Park, Honolulu, of counsel), for petitioners-appellees.
Before RICHARDSON, C. J., and KOBAYASHI, OGATA, MENOR and KIDWELL, JJ.
This is an appeal from an order of the land court cancelling an agreement of sale of a condominium apartment and removing the notation of the document from a land court certificate of title. We reverse.
Amalgamated Investment, Inc. (the corporation), was an Hawaii corporation and the purchaser under the agreement of sale. Pursuant to HRS § 416-122, the corporation was involuntarily dissolved on March 1, 1972. Trustees for the stockholders and creditors of the corporation were not appointed by the director of regulatory agencies until July 26, 1974. Meanwhile, the sellers gave notice of cancellation of the agreement of sale upon the ground that the corporation had been adjudicated insolvent. Although questions have been raised on this appeal with respect to the form and timeliness of the notice, the sole question considered by the land court was whether the statutory dissolution of the corporation gave rise to a breach of the following provision contained in the agreement of sale:
2. That time is of the essence of this agreement, and . . . (c) if the Purchaser (or any of them if there be more than one) shall be adjudicated a bankrupt or an insolvent or shall file any petition or answer seeking relief as a debtor under any law for the relief or aid of debtors, or shall enter into any arrangement or composition with creditors, or if a receiver shall be appointed with respect to the property herein described, or if the property herein described or any part thereof shall be seized or levied upon under any legal process or claim of legal right, then and in any such event the Seller may either:
(a) Cancel this agreement upon ten (10) days' written notice . . ..
There was no finding by the land court that the corporation was in default under any covenant or condition of the agreement of sale otherwise than as a result of the dissolution. The sellers, appellees here, contend that involuntary dissolution of the corporation was the equivalent of an adjudication of...
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Rose, LLC v. Treasure Island, LLC
...736 F. Supp. 422, 428 (D.R.I. 1990) for the proposition that notice provisions are literally construed); cf. In re Kapiolani Blvd. Lands, Inc., 58 Haw. 1, 563 P.2d 390, 391 (1977) (noting that covenants in a lease upon "the breach of which a forfeiture is claimed... must be strictly constru......