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Fat Bullies Farm, LLC v. Lori Development

Supreme Court of New Hampshire

May 26, 2017

FAT BULLIES FARM, LLC
v.
LORI DEVENPORT & a.

          Argued: November 9, 2016

          Douglas, Leonard & Garvey, P.C., of Concord (Charles G. Douglas, III on the brief and orally), for the plaintiff and counterclaim defendants.

          Hinckley, Allen & Snyder, LLP, of Concord (Christopher H.M. Carter and Daniel M. Deschenes on the brief, and Mr. Carter orally), for the defendants.

          HICKS, J.

         The 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.

         I. Factual Background

         The 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.

         On July 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.

         Simmons 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.

         According 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.

         Simmons 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:

         OPTION TO PURCHASE

         The 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.

         Pursuant to this agreement, Fat Bullies paid the Devenports $1, 000.

         The 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 the farm.

         Later 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.

         Also in 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, ...


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