In a June 15, 2022, Order, the Honorable David A. Anderson, penned a detailed analysis of New Hampshire’s summary judgment standards, ultimately ruling in the negative on Defendant’s motion for summary judgment in a land contract dispute.
The crux of the case centered around a purchase and sale agreement entered into by Plaintiff Fisher Cat Development, LLC, (“Plaintiff”) and Defendant Stephen Johnson (“Defendant”) for the sale of a tract of land, wherein Plaintiff was the proposed purchaser and Defendant the proposed seller. The original agreement contained two inconsistent provisions – one provision stated that closing had to occur by February 12, 2021, and another stated that closing would not occur until after all municipal entitlements had been approved. Then in January 2021, the parties executed an addendum which provided that the closing date be extended to no later than April 28, 2021, but that all other aspects of the original agreement remain in full force and effect.
Sometime thereafter, the parties attempted to execute a third closing date extension (there is contention over whether or not this third addendum was executed), but by August 2021, Defendant took the position that Plaintiff had materially breached on the purchase and sale agreement by failing to close by April 28, 2021. Plaintiff soon filed suit, alleging breach of contract and various other claims and Defendant moved for summary judgment.
In his motion, Defendant mainly contended that the second addendum extinguished the provision that closing does not occur until all municipal approvals were granted, and that Plaintiff materially breached the agreement when it failed to close on the property in April 2021. Therefore, under summary judgment standards, Defendant was entitled to judgment as a matter of law. The Court, however, strongly disagreed, arguing that no language contained in the addendum served to further this reasoning. Indeed, the Court concluded that the addendum simply carried forward the competing language of the original agreement, making it impossible for the Court to resolve the issue by way of a summary judgment motion.
The Court further cemented this position by evaluating the pleadings of both parties and concluding that there existed several disputed material facts regarding each party’s expectations as to the date of closing. The Plaintiff provided evidence showing that while a hard and fast closing date was included in the agreement, there existed the clear intention that extensions would not be unreasonably withheld pending the municipality’s approval of certain development requests. The Plaintiff contended that it was always the intention of the parties that the closing be contingent upon obtaining municipal approvals for its proposed development because in the absence of such, the land would not be worth the purchase price.
The Court denied Defendant’s motion for summary judgment, holding that there existed several disputed material facts as to the agreement between the parties and Defendant was not entitled to judgment as a matter of law.
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