Robert F. Moreau & a.
Timothy White & a.
The petitioners, Robert F. and Marjorie Moreau, appeal the superior court's orders denying their petition for declaratory and injunctive relief and granting the motion in limine filed by the respondents, Timothy White and Cheryl Christner, to exclude expert testimony and extrinsic evidence in this deed interpretation case. We reverse and remand.
The following facts are drawn from the record. The parties own adjoining parcels of land in New Boston. The respondents own "Lot 2-96" and "Lot 2-86." The petitioners own "Lot 2-95." In 2001, the parties agreed to adjust the lines common to their lots. Under their lot line adjustment plan, the respondents agreed to convey to the petitioners "Parcel D, " which would become part of petitioners' "Lot 2-95." "Parcel D" consisted of 3.4 acres and before the conveyance was part of "Lot 2-96."
The deed conveying "Parcel D" to the petitioners contained the following language: "The lot herein conveyed is not a separate, buildable lot, but is instead merged with and becomes part of Lot 2-95 and shall be conveyed in the future with Lot 2-95 as one lot with one legal description around the outside perimeter of Lot 2-95 and Parcel 'D' herein." The meaning of this language is the central dispute between the parties in this appeal.
In 2007, the petitioners, with approval of the New Boston Planning Board, subdivided their parcel into two lots: "Lot 2-95, " consisting of approximately 2.32 acres; and "Lot 2-95-1, " consisting of approximately 3.284 acres. In November 2008, the petitioners sought to sell "Lot 2-95" to a third party. Thereafter, the respondents' attorney filed a letter with the Hillsborough County Registry of Deeds indicating that the proposed conveyance violated the terms of the parties' deed. In response, the petitioners brought the instant petition seeking a declaration that the deed did not restrict their right to subdivide their parcel or to convey the subdivided lots, and an injunction directing the respondents to file documents with the registry of deeds to correct any interference with the petitioners' title that may have resulted from the respondents' attorney's letter.
The trial court ruled that the disputed deed language was clear and unambiguous and that it prevented the petitioners from conveying one subdivided lot without also conveying the other. Because the court viewed the language as clear and unambiguous, it also granted the respondents' motion in limine to exclude expert testimony and extrinsic evidence. This appeal followed.
The petitioners first argue that the trial court erred when it decided that the disputed deed language was plain and unambiguous. The interpretation of deeds is a question of law, ultimately to be resolved by this court. Boissy v. Chevion, 162 N.H. 388, 391 (2011). Thus, we review the trial court's deed interpretation de novo. Id. Our interpretation is based upon the parties' intentions gleaned from construing the language of the deed from, as nearly as possible, the position of the parties at the time of the conveyance and in light of surrounding circumstances. Id. We base our judgment on this question of law upon the trial court's findings of fact. Id.
Whether a deed is ambiguous is also a question of law for this court. See Galloway v. Chicago-Soft, 142 N.H. 752, 756 (1998). If the language of the deed is clear and unambiguous, we will interpret the intended meaning from the deed itself without resort to extrinsic evidence. Boissy, 162 N.H. at 391. If, however, the language of the deed is ambiguous, extrinsic evidence may be used to clarify its terms. Austin v. Silver, 162 N.H. 352, 354 (2011).
The language of a contract, including a deed, is ambiguous if the parties to the contract could reasonably disagree as to the meaning of that language. See Birch Broad. v. Capitol Broad., 161 N.H. 192, 196 (2010); LeBaron v. Wight, 156 N.H. 583, 585 (2007) (recognizing that a deed is a contract).
The respondents contend that the disputed deed language "states plainly that Lot 2-95 and Parcel D become one lot and that no part of that single lot may be conveyed separately. To say it another way, the deed prevents the [petitioners] from conveying part of the parcel without conveying all of it." They argue that this language precludes the petitioners from ever subdividing their land.
The petitioners counter that this language merely described the purpose and effect of the lot line adjustment, which was to merge the petitioners' original property "Lot 2-95, " with "Parcel D" to create a single legal lot of record. They argue that interpreted in this way, the language did not preclude them from ever subdividing the merged lot, but merely required them to obtain planning board approval before so doing.
Because we believe that the respective interpretations assigned to the disputed language are reasonable, we conclude that the language is ambiguous. See Birch Broad., 161 N.H. at 198. We conclude, therefore, that the trial court erred when it ruled that the language was plain and unambiguous.
The petitioners next assert that the trial court erred when it granted the respondents' motion in limine to exclude expert testimony and extrinsic evidence about the meaning of the disputed deed language. The trial court granted the respondents' motion based upon its conclusion that the disputed language was clear and unambiguous. Having found the disputed language to be ambiguous, we, therefore, reverse the trial court's grant of the respondents' motion in limine.
Reversed and remanded.
HICKS, CONBOY and LYNN, JJ., ...