Argued: November 9, 2016
Douglas, Leonard & Garvey, P.C., of Concord (Charles G.
Douglas, III on the brief and orally), for the plaintiff and
Hinckley, Allen & Snyder, LLP, of Concord (Christopher
H.M. Carter and Daniel M. Deschenes on the brief, and Mr.
Carter orally), for the defendants.
plaintiff, Fat Bullies Farm, LLC (Fat Bullies), and the
counterclaim defendants, Donald Gould and Peter Simmons,
appeal various findings and rulings of the Superior Court
(Wageling, J.) made during the course of litigation
with the defendants, Alan and Donna Perkins and Lori and Bret
Devenport, involving the sale of a 3.1 acre horse farm in
North Hampton known as Runnymede Farm. We affirm in part,
reverse in part, and remand.
following facts, taken from the trial court's various
orders in this case, are relevant to our analysis. The
Devenports bought Runnymede Farm in 1998. The property housed
a barn, an apartment, and stables, and included a grazing
easement over adjoining lots. When the Devenports purchased
the property, they promised to operate it as a horse farm in
perpetuity, and to allow the former owner - not a party to
this case - to maintain an office on site.
15, 2010, the Devenports ran into Simmons - a real estate
investor - at a local restaurant. Because they had been
contemplating selling Runnymede, the Devenports asked Simmons
if he knew someone who might be interested in purchasing the
property. Simmons later told them that he was interested, and
inquired into its purchase price. Bret Devenport responded
that they were asking $800, 000, and that they would only
sell Runnymede if the buyer agreed to continue operating the
property as a horse farm and to allow the former owner to
maintain an office on site.
thereafter spoke with Gould - a retired Massachusetts
attorney - about purchasing the property jointly with the
intent to develop and/or resell it. Gould agreed, and the two
created Fat Bullies "for the purpose of acquiring real
estate for development or resale." Simmons and Gould
then contacted an attorney, who drafted an "option
agreement" to be executed by the Devenports and Fat
Bullies. The draft option agreement stated a purchase price
of $700, 000.
to the testimony generally credited by the trial court, the
following day, July 16, Simmons and Gould went to Runnymede
to meet with the Devenports. Simmons introduced Gould as his
attorney, and explained that they were there to talk about
purchasing the farm. Simmons asked to see the trophies won by
the farm's horses and the stall of a famous horse
previously boarded there. Simmons, Gould, and the Devenports
also discussed various topics, including the cost of running
Runnymede, who would manage the farm, and the horses that
were currently being boarded there.
provided the Devenports with a copy of the draft option
agreement. The Devenports reviewed the draft agreement, which
they believed to be akin to a right of first refusal. The
contract was amended to reflect a purchase price of $800,
000. The Devenports reiterated that they would sell the
property only if Fat Bullies committed to operating it as a
horse farm. Despite their intentions to develop the property,
Simmons and Gould agreed. The Devenports and Fat Bullies then
executed the agreement, which provided:
Parties, Bret Devenport and Lori Devenport
("Sellers") . . . and Fat Bullies Farm
("Buyer"), do hereby agree as follows:
1. That Buyer shall have an Option to Purchase
("Option") the approximately 3-acre farm, commonly
known as Runnymede Farm, located at 62 Atlantic Avenue
("Property") for $800, 000.
2. That such Option shall be for a 90-day period from the
date of the signing of this Option. Such 90-day period ends
on October 14, 2010.
3. That such Option shall be in consideration for $1, 000.00
cash, the receipt of which is hereby acknowledged by Sellers.
4. During the 90-day Option period, the parties shall consult
with each other in order to determine the method of payment
that is most mutually beneficial for tax purposes.
to this agreement, Fat Bullies paid the Devenports $1, 000.
next day, Simmons and Gould returned to Runnymede to take
photographs of the property. While there, Simmons told Lori
Devenport that he could see his grandchildren growing up on
that month, Bret Devenport called Simmons to speak about the
manner of payment. Simmons told Bret Devenport that he was
busy and would return the call later, but it appears that he
did not do so. On several occasions Bret Devenport tried to
speak with Simmons about payment, to no avail.
July 2010, Simmons began speaking to others in North Hampton,
asking whether they were interested in purchasing Runnymede.
After hearing this, Lori Devenport sent a letter on October
11, 2010, to Simmons informing him that the Devenports no
longer wanted to sell the farm. She sent this letter because
she believed that Simmons had lied to them when he promised
to operate Runnymede as a horse farm. However, ...