Short v. LaPlante
| Decision Date | 27 August 2021 |
| Docket Number | No. 2020-0113,2020-0113 |
| Parties | Chad SHORT and Kelly Short v. John LAPLANTE and Lori LaPlante, as Trustees of The LaPlante Family Revocable Trust |
| Court | New Hampshire Supreme Court |
Dickinson & Silverman, PLLC, of Concord (Gregory L. Silverman on the brief and orally), for the plaintiffs.
Cook, Little, Rosenblatt & Manson, p.l.l.c., of Manchester (Kathleen M. Mahan on the brief and orally), for the defendants.
The plaintiffs, Chad and Kelly Short (Buyers), appeal an order of the Superior Court (Kissinger, J.), issued after a bench trial, denying their requests for specific performance and attorney's fees and costs in connection with an alleged contract to purchase real estate from the defendants, John and Lori LaPlante, as trustees of the LaPlante Family Revocable Trust (Sellers). We affirm.
The following facts either were found by the trial court or relay the content of documents in the record. The Sellers have owned the subject property in Concord for several years. They listed it in the spring of 2018 because of Ms. LaPlante's debilitating allergies to the birch and oak trees on the property. At the same time, the Sellers sought a new home that had limited exposure to birch and oak trees and a garage sufficiently large to house vehicles and large equipment used in Mr. LaPlante's employment. Over the course of several months, the Sellers viewed more than 100 properties online and visited 15-17 houses in person. However, by late May 2018, they had not found a home that met their search criteria.
The Buyers visited the Sellers’ home for the first time on May 24, 2018, and that day submitted an offer to purchase it for $690,000. After negotiations, but before the purchase and sale agreement (P&S) was executed, the parties agreed that the Buyers would purchase the property for $690,000 and would submit $10,000 as a deposit, and the Sellers would furnish up to $7,250 in closing costs.
On June 1, the Sellers located a property in Stratham that they thought would suit their needs. They submitted an offer on that property on June 3. Also, on June 3, the parties fully executed the final P&S for the Sellers’ Concord property, which included the following provision (the Disputed Provision): "This agreement is subject to Sellers finding suitable housing no later than July 14, 2018." On June 5, the Sellers sent an email apologizing to the Buyers "for wanting to cancel the P&S ... at this stage." The Sellers explained that they no longer needed to move from the property because Ms. LaPlante no longer had allergy symptoms as a result of having had allergy injections for several months. Later that day, the Sellers sent another email to the Buyers, through the parties’ realtors, stating:
We were disappointed to hear you want to proceed with the process of purchasing our home. We would like to point out that section 19 of our Purchase and Sales Agreement ... lists a provision that the "agreement is subject to Sellers finding suitable housing no later than July 14, 2018". Given our original decision to sell was directed by health issues that have since subsided and our specific criteria for a suitable home, we are not confident we would be successful in finding "suitable housing" prior to July 14, 2018. In an effort of good faith, we respectfully provide you with this information so you may agree to cancel the P&S Agreement rather than extend the process to July 14, 2018.
The Buyers interpreted the Sellers’ attempt to cancel the P&S as an indication that the Sellers had received a better offer. The Buyers subsequently brought this action.
The trial court found that the P&S was not "a binding and enforceable contract" because "[t]here was no meeting of the minds regarding the Disputed Provision." Having found that the parties lacked an enforceable contract, the court denied the Buyers’ claims for breach of contract and breach of the implied covenant of good faith and fair dealing. The court also denied the requests of the parties for attorney's fees and costs, finding that neither the Buyers nor the Sellers "displayed bad faith or vexatious, wanton, or oppressive motives" in the litigation. The Buyers unsuccessfully moved for reconsideration, and this appeal followed.
We will uphold the trial court's findings and rulings unless they lack evidentiary support or are legally erroneous. N.H. Fish & Game Dep't v. Bacon, 167 N.H. 591, 596, 116 A.3d 1060 (2015). "Our standard of review is not whether we would rule differently than the trial court, but whether a reasonable person could have reached the same decision as the trial court based upon the same evidence." Id. (quotation omitted). "Thus, we defer to the trial court's judgment on such issues as resolving conflicts in the testimony, measuring the credibility of witnesses, and determining the weight to be given evidence." Id. (quotation omitted). We review the trial court's legal rulings and its application of law to fact de novo. See Bursey v. CFX Bank, 145 N.H. 126, 129, 756 A.2d 1001 (2000).
The Buyers first argue that the trial court incorrectly found that there was no "meeting of the minds" with regard to the Disputed Provision. For the purposes of this appeal, we assume without deciding that the Buyers are correct.
The Buyers next assert that the Disputed Provision is ambiguous. The interpretation of a contract, including whether a contract term is ambiguous, is ultimately a question of law for this court to decide. Duke/Fluor Daniel v. Hawkeye Funding, 150 N.H. 581, 582, 843 A.2d 946 (2004). Accordingly, we review the trial court's interpretation of the contract de novo. Id.
Under the Disputed Provision, the P&S was "subject to" the Sellers’ finding "suitable housing" by July 14, 2018. As the Buyers acknowledge, the phrase "subject to" indicates that the P&S was contingent upon the Sellers’ finding "suitable housing" by July 14. See Webster's Third New International Dictionary 2275 (unabridged ed. 2002) (defining "subject" in pertinent part as "likely to be conditioned, affected, or modified in some indicated way[,] having a contingent relation to something and usu. dependent on such relation for final form, validity, or significance" such as "a treaty [subject to] ratification"). In other words, "finding suitable housing" was a condition precedent to the Sellers’ obligations to perform under the P&S — to sell their home to the Buyers. See Renovest Co. v. Hodges Development Corp., 135 N.H. 72, 78-79, 600 A.2d 448 (1991). The term "subject to" commonly indicates an express condition precedent. See Bonneville v. Bonneville, 142 N.H. 435, 438, 702 A.2d 823 (1997) ; Renovest Co., 135 N.H. at 78, 600 A.2d 448. While "conditions precedent are not favored," the plain language of the Disputed Provision indicates that one was intended. Bonneville, 142 N.H. at 438, 702 A.2d 823 ; see Bruyere v. Jade Realty Corp., 117 N.H. 564, 565, 375 A.2d 600 (1977) (); Makris v. Nolan, 115 N.H. 135, 135-36, 335 A.2d 655 (1975) ().
The Buyers argue that the Disputed Provision failed to grant the Sellers "termination rights," and, alternatively, that to exercise their "termination rights," the Sellers had to notify the Buyers of their intent to terminate the agreement. In addition, the Buyers contend that the Disputed Provision is ambiguous because it is "silent on what rights either party has, if any, if the [Sellers] failed to fulfill the contingency of finding ‘suitable housing no later than July 14.’ " We are not persuaded. As a condition precedent, the Disputed Provision was either satisfied or not; the Sellers either found suitable housing no later than July 14, or they did not. Given that no party argues that the Sellers found suitable housing by July 14, 2018, the condition precedent failed. Upon the failure of the condition precedent — the Sellers’ "finding suitable housing no later than July 14, 2018" — the Sellers had no duty to perform, and the P&S was unenforceable as a matter of law. See In re Estate of Kelly, 130 N.H. at 781-82, 547 A.2d 284.
Nor are we persuaded that the Disputed Provision is subject to more than one reasonable interpretation and, therefore, is ambiguous. Found. for Seacoast Health v. Hosp. Corp. of America, 165 N.H. 168, 172, 71 A.3d 736 (2013) . Rather, we agree with the Sellers that the only reasonable interpretation of the Disputed Provision is that the P&S became unenforceable upon the non-occurrence of the contingency.
Having concluded that the Disputed Provision is unambiguous, we need not address the Buyers’ appellate arguments premised upon the opposite conclusion, that the Disputed Provision is ambiguous. Specifically, we need not address the Buyers’ assertions that we must look to extrinsic evidence of the parties’ conduct before and after executing the P&S to interpret the Disputed Provision, or that the Sellers are bound by the Buyers’ understanding of the Disputed Provision. See Sherman v. Graciano, 152 N.H. 119, 122, 872 A.2d 1045 (2005) ().
Alternatively, the Buyers contend that the Sellers breached the P&S and the implied covenant of...
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