Quillen v. Cox

• Decision Date: 29 November 2022
• Docket Number: C. A. WC-2021-0219
• Parties: MARK and DAWN QUILLEN Plaintiffs, v. CLINT COX Defendant.
• Court: Rhode Island Superior Court

MARK and DAWN QUILLEN Plaintiffs,
v.
CLINT COX Defendant.

C. A. No. WC-2021-0219

Superior Court of Rhode Island, Washington

November 29, 2022

For Plaintiff: Gregory J. Acciardo, Esq.

For Defendant: Stephen Izzi, Esq.

DECISION

THUNBERG, J.

This matter is before the Court for decision following the conclusion of a bench trial on August 16, 2022. The Plaintiffs, Mark and Dawn Quillen, have alleged in their Complaint that the Defendant, Clint Cox, is in breach of a contract pertaining to a purchase and sale agreement entered into by the parties on February 25, 2021. Plaintiffs contend that the Defendant "failed to perform under the terms of the agreement by declining to move forward with the closing as set forth in the Purchase &Sales [sic] Agreement." (Compl. ¶ 11.) The Plaintiffs maintain that they have remained ready and willing as buyers of the subject property. Due to the Defendant's continuing refusal to convey the property, the Plaintiffs seek specific performance of the contract. Defendant has counterclaimed for breach of contract alleging that Plaintiffs breached the Purchase and Sales Agreement by failing to pay a $31,000 deposit before February 26, 2021. (Answer and Countercl. ¶¶ 10-17.) The instant Decision follows.

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I

Facts and Travel

The Plaintiffs (Buyers) and Defendant (Seller) entered into a Purchase and Sales Agreement on February 25, 2021, for the conveyance of residential property located at 114 Montauk Road, Narragansett, R.I. See generally, Joint Ex. 1 (P&S Agreement). The purchase price was $632,000, and the closing was to take place on April 30, 2021 or "at such other time and place as may be agreed to by Buyer and Seller." Id. at 1. The real estate agent for the transaction was the Plaintiffs' daughter, Gianna Quillen (Gianna). (Prelim. Inj. Tr. 62:9-10, June 2, 2022.)^[1]Mr. Quillen, "a financial advisor," testified that upon entering the agreement, he was a "ready, willing, and able purchaser of [the] property." (Prelim. Inj. Tr. 59:22; 61:23-25.) Mr. Quillen also explained that the conveyance was to be "a cash deal . . . [t]here was no financing contingency. [He] would have the funds available to close on the day of the agreed date." Id. at 62:3-6.

Mr. Quillen was instructed by Gianna, upon signing the agreement, to write a check for $5,000 to Beycome Brokerage Realty, identified in the contract as the escrow agent. Id. at 62:19-63:2. Mr. Quillen was subsequently informed by Gianna that "[he was] not able to use the check payable to Beycome Brokerage Realty because they did not accept escrow payments." Id. at 63:20-22. The parties agreed to an amendment on April 12, 2021, whereby the Plaintiffs wrote a check to Trusthill Real Estate Brokerage in the amount of $31,000. Id. at 62:10-65:5.

On the day of the closing, Plaintiffs had "the cash readily available," see id. at 70:16-19, and had "wired personal funds" to the escrow account of the closing agent, Attorney John J. Bevilacqua, Jr. See id. at 70:20-24. Attorney Bevilacqua confirmed in his testimony that he

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received funds in the amount of $115,000 on April 28, 2021 and additional funds, in the amount of $500,000, on April 29, 2021, "sent by Northeast Equity Partners on behalf of the Quillens in order for them to effectuate their closing." (Trial Tr. 6:10-17; 7:4-8, Aug. 16, 2022.) Attorney Bevilacqua recognized that at all times, "Plaintiffs, Mark and Dawn Quillen [were] ready, willing, and able to purchase the property," and "were actually very anxious to purchase the property." Id. at 8:21-23; 9:1-2.

Attorney Bevilacqua explained that the closing did not take place at the designated time because the Defendant contacted him and "delayed the closing from taking place" due to "an outstanding water bill . . . just over $700 . . . that was the tenant's bill . . . ." Id. at 9:12-20.

Attorney Daniel Carter, who represented the Defendant, as the seller of the property, also testified regarding the failed closing. Attorney Carter explained that he was engaged as counsel "very late in the game . . . [the] closing was scheduled for Friday, April 30th. It was either the Friday before, whatever date that would be, or the Monday of that week." Id. at 31:12-15. Attorney Carter asked the Defendant to send the lease for the property which was at the time rented to University of Rhode Island students. Id. at 31:16-18. According to Attorney Carter's testimony, the lease contained "errors and red flags." Id. at 31:23. He testified that, "that's what precipitated . . . the fallout, which was a water bill." Id. at 31:24-25. Specifically, "[t]he lease said that the students were supposed to transfer water services in their own name, and . . . be responsible for the bill." Id. at 32:1-3.

Attorney Carter also elaborated that "at the same time, the same month of April . . . [he was] dealing with a zoning violation that Mr. Cox had gotten hit with. And [he was] dealing with an eviction of other tenants that [Mr. Cox] has in property on Flintstone Road. So, [he had] three things going on with Mr. Cox at the same time. But, nonetheless, this [closing] was teed up and

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ready to go until Mr. Cox pulled the plug on Friday." Id. at...