Sahrapour v. Lesron, LLC

• Decision Date: 09 July 2015
• Docket Number: Nos. 13–CV–724,13–CV–725.,s. 13–CV–724
• Citation: 119 A.3d 704
• Parties: Nayereh SAHRAPOUR, et al., Appellants, v. LESRON, LLC and Shaw Centre, LLC, Appellees.
• Court: D.C. Court of Appeals

119 A.3d 704

Nayereh SAHRAPOUR, et al., Appellants

v.LESRON, LLC and Shaw Centre, LLC, Appellees.

Nos. 13–CV–724

13–CV–725.

District of Columbia Court of Appeals.

Argued Sept. 30, 2014.

Decided July 9, 2015.

Seann P. Malloy for appellants Nayereh Sahrapour and George Beheshtian.

Mikhael D. Charnoff, with whom Douglas P. Rucker, Jr., Richmond, VA, was on the brief, for appellants Robert W. Haas, Haas & Associates, P.C., and Sovereign Title Company.

David H. Cox, with whom Christopher A. Glaser, Washington, DC, was on the brief, for appellee LesRon, LLC.

Benjamin A. Klopman, with whom Laurance J. Ochs, Washington, DC, was on the brief, for appellee Shaw Centre, LLC.

Before BECKWITH and McLEESE, Associate Judges, and NEWMAN, Senior Judge.

Opinion

McLEESE, Associate Judge:

Appellants Nayereh Sahrapour, George Beheshtian, Robert Haas, Haas & Associates, P.C., and Sovereign Title Company appeal from orders granting summary judgment to appellees Shaw Centre, LLC and LesRon, LLC and vesting title to a disputed alleyway in LesRon. Appellants claim that Ms. Sahrapour purchased the disputed alleyway from Shaw Centre and that Shaw Centre acted unlawfully by subsequently purporting to sell the alleyway to LesRon. The trial court held that both the purchase agreement between Ms. Sahrapour and Shaw Centre and a subsequent deed were unambiguously contrary to appellants' claim. The trial court therefore refused to consider extrinsic evidence as to the meaning of those documents. We find both the purchase agreement and the deed to be ambiguous. We therefore remand to the trial court for further proceedings.

I.

The following facts are undisputed. Shaw Centre owned two adjacent buildings, one at 1230 9th Street, NW and one at 1232 9th Street, NW. An alleyway that is approximately four feet wide runs between the buildings. In May 2006, Shaw Centre agreed to sell 1230 9th Street to Ms. Sahrapour. Attorney Robert Haas represented Ms. Sahrapour in the transaction. The purchase agreement states that 1230 9th Street consisted of “approximately 3,027 square feet of land ... legally described as Lots 878, Block/Square 0368, Map 40 C.” The property located at 1230 9th Street measures 3,026.4 square feet when the alleyway at issue is included and 2,777.5 square feet when the alleyway is excluded. The purchase agreement further states that it is binding and that “the provision hereof shall survive the execution and delivery of the deed aforesaid and shall not be merged therein.”

Mr. Haas prepared the deed for the sale of 1230 9th Street. The deed states that Shaw Centre conveyed to Ms. Sahrapour “Lots 21 and 28 in Ambrose Roth's Subdivision of Lots in Square 368.” Lots 21 and 28 in Square 368 describe the property located at 1230 9th Street without the alleyway; the alleyway is located in Lot 22. The deed also identifies the tax lot as “Square 368, Lots 877 and 878.” Tax lot 877 does not exist, and tax lot 878 describes only the front portion of the property located at 1230 9th Street. The back portion of 1230 9th Street and the disputed alleyway lie in tax lot 885. The deed also states that the property was conveyed “TOGETHER WITH all improvements thereupon, and the rights, alleys, ways, waters, privileges, appurtenances and advantages thereto belonging, or in anywise appertaining.” The deed was recorded in October 2006.

In May 2007, Shaw Centre contracted to sell the adjacent property located at 1232 9th Street to Ronald and Leslie Schreiber, owners of LesRon. The original purchase agreement describes the property to be conveyed as “1232–9th Street, Northwest Washington DC Square 0368 Lot 0885.” At some point after the purchase agreement was signed, Ms. Sahrapour's husband, George Beheshtian, informed Mr. Schreiber that Ms. Sahrapour had already purchased the alleyway between 1232 9th Street and 1230 9th Street. Mr. Haas also informed LesRon's counsel of Ms. Sahrapour's claim. Shaw Centre and LesRon subsequently modified the purchase agreement to explicitly include the alleyway. A special warranty deed reflecting the sale of 1232 9th Street was recorded on August 14, 2007. The alleyway is included in the property description in this deed.

Mr. Haas subsequently amended the October 2006 deed between Shaw Centre and Ms. Sahrapour to specifically reflect the conveyance of the alleyway to Ms. Sahrapour. Mr. Haas changed the designation from tax lot 877 to tax lot 885. He also added that “a portion of Lot 22 as shown on the attached survey” was conveyed to Ms. Sahrapour.

LesRon sued appellants, seeking a declaration that the amended deed was void; money damages for slander of title; money damages for trespass; and a permanent injunction enjoining further trespass. Ms. Sahrapour and Mr. Beheshtian brought a cross-claim against Shaw Centre, seeking damages for breach of contract; an order requiring Shaw Centre to record a deed or instrument confirming the boundaries of the property that Ms. Sahrapour had purchased; an order quieting title in and to the disputed alleyway; and indemnification if LesRon prevailed in its suit.

Appellants proffered extrinsic evidence in support of their claim that Ms. Sahrapour purchased the alleyway. Specifically, appellants claimed that the real-estate agent stated that the alleyway was included in the sale; that a location drawing confirmed by both parties at the closing indicated the alleyway was included in the sale; and that Shaw Centre sealed the entrances from 1232 9th Street to the alleyway and provided a key to the door in the back of the alleyway to Ms. Sahrapour. Appellees disputed appellants' extrinsic evidence and countered with extrinsic evidence of their own.

The trial court held that the purchase agreement between Shaw Centre and Ms. Sahrapour and the October 2006 deed were both unambiguous and that extrinsic evidence therefore could not be considered. The trial court also concluded that the purchase agreement merged with the October 2006 deed and that the October 2006 deed therefore represented the final written agreement between the parties. The trial court granted summary judgment in favor of appellees, vested title to the alleyway in LesRon, and declared the amended deed prepared by Mr. Haas void.¹

II.

We interpret contracts and deeds under the “objective” law of contracts, meaning that the written language of the contract “govern[s] the rights and liabilities of the parties, regardless of the intent of the parties at the time they entered into the contract, unless the written language is not susceptible of a clear and definite under[stand]ing, or unless there is fraud, duress, or mutual mistake.” DSP Venture Grp., Inc. v. Allen, 830 A.2d 850, 852 (D.C.2003) (internal quotation marks and brackets omitted); see also Joyner v. Estate of Johnson, 36 A.3d 851, 855 (D.C.2012) (applying “objective” law of contracts to deeds).

We review de novo a trial court's ruling as to whether a contract or deed is ambiguous. Joyner, 36 A.3d at 857 ; BSA 77 P Street LLC v. Hawkins, 983 A.2d 988, 993 (D.C.2009). A contract or deed is ambiguous if “it is, or the provisions in controversy are, reasonably or fairly susceptible of different constructions or interpretations, or of two or more different meanings....” Joyner, 36 A.3d at 856 (internal quotation marks omitted). A contract or deed is not ambiguous if “the court can determine its meaning without any other guide than a knowledge of the simple facts on which, from the nature of language in general, its meaning depends.” Id. (internal quotation marks omitted).

If a court determines that a contract or deed is ambiguous, “the court—after admitting probative extrinsic evidence—must determine what a reasonable person in the position of the parties would have thought the disputed language meant.” Dyer v. Bilaal, 983 A.2d 349, 355 (D.C.2009) (internal quotation marks omitted); see also Foundation for Preservation of Historic Georgetown v. Arnold, 651 A.2d 794, 796 (D.C.1994).²

III.

A.

We turn first to the purchase agreement between Shaw Centre and Ms. Sahrapour. The trial court concluded that the purchase agreement “merged” with the deed, and that the deed therefore was the document that determined the rights of the parties with respect to the property at issue. It is true that, in general, the provisions of a purchase agreement that are satisfied by the delivery of a deed merge into a subsequently delivered deed. Haviland v. Dawson, 210 A.2d 551, 554 (D.C.1965). Such merger would “extinguish” the parties' rights under the purchase agreement. Burka v. Crestview Corp., 321 A.2d 853, 855 (D.C.1974). In the present case, however, the purchase agreement states that the agreement “shall not be merged” with the deed. Thus, the provisions of the purchase agreement do not merge into the deed, and appellants remain free to assert rights arising under the purchase agreement. See, e.g., Meyers v. Antone, 227 A.2d 56, 57 (D.C.1967) (rejecting argument that sales contract merged into deed, because sales contract stated that provisions of sales contract “shall not be merged” into deed).

We further conclude that the purchase agreement is ambiguous as to whether the alleyway was included in the sale. The purchase agreement states that 1230 9th Street consists of “approximately 3,027 square feet of land ... legally described as Lots 878, Block/Square 0368, Map 40 C....” Nothing in the agreement—neither the street address, nor the square footage, nor the tax lot number—unambiguously indicates the boundaries of the property to be conveyed. The street address does not indicate whether the alleyway was to be included in the conveyance, because the alleyway is immediately adjacent to the building at that address and could reasonably be considered part of the address. The approximation of 3,027 square feet does not by itself clearly establish whether the alleyway was included, because the agreement does not specify how that approximation was reached. The approximation does tend to suggest, however, that the...