Sarni v. Armada

• Decision Date: 03 June 1977
• Docket Number: No. 75-222-A,75-222-A
• Citation: 118 R.I. 348,373 A.2d 822
• Parties: Robert P. SARNI et ux. v. Orlando M. ARMADA et ux. ppeal.
• Court: Rhode Island Supreme Court

Page 822

373 A.2d 822

118 R.I. 348

Robert P. SARNI et ux. v. Orlando M. ARMADA et ux.

No. 75-222-Appeal.

Supreme Court of Rhode Island.

June 3, 1977.

[118 R.I. 357] Nancy Ann Palmisciano, Johnston, for plaintiffs.

Dominick A. St. Angelo, Providence, for defendants.

OPINION

PAOLINO, Justice.

The plaintiffs, Dr. Robert P. Sarni and wife, brought this complaint against the defendants, Dr. Orlando M. Armada and wife, seeking specific performance of a written agreement executed by the parties on March 31, 1967, for the purchase by the plaintiffs and the sale by the defendants of certain premises owned by the latter and located on Reservoir Avenue in the city of Cranston. ¹ The defendants' answer contained two defenses. The first averred that the complaint failed to state a claim upon which relief could be granted and the second constituted a general denial. The cause was heard before a justice of the Superior Court without a jury. After the hearing, the trial justice rendered a decision from the bench wherein he made certain findings of fact on the basis of which he denied the plaintiffs' request for specific performance. Thereafter a judgment was entered denying and dismissing the complaint. From that judgment the plaintiffs have appealed to this court. ² For convenience we shall hereinafter at times refer to Dr. Sarni and his wife as plaintiff and to Dr. Armada and his wife as defendant.

The record discloses the following pertinent facts. In 1965, a group of doctors at Roger Williams Hospital, with which plaintiff and defendant were associated, began discussing the possibility of constructing a medical office building on the grounds of the hospital. The defendant, whose office is located in the premises involved in this action, intended to move into the new building as soon as it was ready. The plaintiff, whose office is across the street from defendant's, approached the latter and requested an option to buy his Reservoir Avenue property. Since the proposed medical office building was still in the early planning stage, defendant was not then interested in selling his Reservoir Avenue building, but he promised plaintiff that he would give him the first chance to buy the building. Some time later plaintiff contacted defendant and suggested that they reduce their agreement to writing. On Christmas Eve of 1965, a purchase and sales agreement dated December 24, 1965, was signed by the parties. It provided that the closing be held on Februry 1, 1967, and that a $500 consideration be paid to defendant. The plaintiff paid this amount to defendant but at the time of the execution of the agreement defendant expressed concern about what would happen if the proposed new building was not erected. The plaintiff orally assured him that he would not press him in such circumstances and said he would add to the agreement in writing that in case defendant did not move to the new building the agreement would be void. Accordingly, plaintiff added the following provision to the agreement:

'If the party of the first part cannot relocate then this agreement is null and void.'

Two years passed but no progress was made toward erecting the medical building. The plaintiff again contacted defendant and the latter again assured him that he could buy the property when he moved to the new building. According to defendant's testimony plaintiff said he wanted 'another legal document the same as the first one.' The plaintiff mailed a new agreement, which was prepared by plaintiff's attorney, to defendant. This agreement, which is dated March 31, 1967, was signed by defendant and his wife and retured to plaintiff. It provided for a closing date of February 1, 1969. No additional consideration passed with the execution of the March 31, 1967 agreement. Unlike the first agreement there was no notation in the second agreement stating that it would be null and void if defendant were unable to relocate.

On January 23, 1969, about 2 years after the execution of the second agreement, plaintiff called defendant to inquire whether the latter was going to move out of the Reservoir Avenue building inasmuch as the February 1, 1969 closing date was approaching. The defendant responded that the proposed building had not gone up yet and that they were still in the process of making the necessary arrangements for the construction of such building. According to plaintiff's version of that telephone conversation, defendant said that he was not prepared to deliver the property as provided in the agreement; that he had no intention to do so; and if plaintiff wished him to return the deposit, he would do so.

Following that conversation, defendant mailed a letter, dated January 23, 1969, to plaintiff stating that he had discussed the situation with the hospital and other individuals involved; that he felt that as things then stood he would be unable to sign anything definite regarding a time for closing; and that in view of the project being in its infancy, he would defer signing anything at that time. He then concluded by saying that if plaintiff wished him to return the deposit, he would do so, and that as soon as something was more certain, plaintiff would hear from him.

The plaintiff, in turn, caused a letter, dated January 28, 1969, to be mailed to defendant stating that he and his wife were ready, willing and able to perform the agreement. The pertinent provisions of the March 31, 1967 agreement read as follows:

'Said premises are to be conveyed on or before February 1, 1969 by a good and sufficient warranty deed of the party of the first part, conveying a good and clear title to the same, free from all incumbrances and for such deed and conveyance the party of the second part is to pay the sum of Twenty-five Thousand Dollars ($25,000.00) dollars of which Five Hundred Dollars ($500.00) dollars have been paid this day, Twenty-four Thousand Five Hundred ($24,500.00) dollars are to be paid in cash upon the delivery of said deed.

'The deed is to be delivered and the consideration paid, if the purchaser so requires, at the Registry of Deeds in which the deed should by law be recorded on February 1, 1969 at 10:00 A.M. unless some other place and time should be mutually agreed upon.'

The plaintiff appeared at the Registry of Deeds in Cranston on February 1, 1969 at 10 a.m. prepared to tender a personal check in the amount of $24,500 to defendant for the balance of the payment due under the agreement. He waited about 15 minutes, defendant did not appear, and plaintiff left. The plaintiff stated at the trial that the check he had with him was a personal check, that it was not certified, and that he did not have $24,500 in cash with him at the Registry of Deeds.

It is clear from plaintiff's testimony that he based his claim for specific performance on the express terms of the March 31, 1967 agreement and especially on the fact that there was no provision in that agreement providing for any extension. The defendant, when confronted by plaintiff's attorney with the March 31, 1967 agreement and the absence therein of a savings provision or condition subsequent, admitted that he and his wife signed the agreement in question. However, he testified that they signed without reading it because plaintiff told him he was going to mail him 'the same type of agreement that he had drawn before' and he believed in plaintiff's word.

After both sides rested, the trial justice rendered a bench decision in which he made numerous findings of fact. We shall discuss only those findings which are pertinent to a determination of this appeal. He found that some time prior to December 24, 1965 plaintiff learned that there was a possibility that defendant would move his office to a new location on the grounds of the Roger Williams Hospital in a building to be erected in the future; that plaintiff contacted defendant and the latter orally...