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Greenwald v. Keating

Supreme Court of New Hampshire, Carroll

June 25, 2019

EVAN GREENWALD & a.
v.
RICHARD KEATING & a.

          Argued: April 18, 2019

          Hinckley, Allen & Snyder, LLP, of Manchester (Christopher H.M. Carter and Jamie S. Myers on the brief, and Mr. Carter orally), for the plaintiffs.

          Steiner Law Office, PLLC, of Concord (R. James Steiner on the brief), and Haughey, Philpot & Laurent, PA, of Laconia (Samantha M. Jewett orally), for defendant Barbara Keating.

          Haughey, Philpot & Laurent, PA, of Laconia (Samantha M. Jewett and William Philpot, Jr. on the brief, and Ms. Jewett orally), for defendants Barry and Chrysoula Uicker.

          Shaheen & Gordon, P.A., of Concord (Karyn P. Forbes and Alexander W. Campbell on the brief), and Haughey, Philpot & Laurent, PA, of Laconia (Samantha M. Jewett orally), for defendant Ellen Mulligan.

          Hage Hodes, P.A., of Manchester (Douglas J. Miller and Katherine E. Hedges on the brief), and Haughey, Philpot & Laurent, PA, of Laconia (Samantha M. Jewett orally), for defendant Jill Keating.

          LYNN, C.J.

         This case concerns an agreement for the lease of certain property in Gilford that included certain preemptive purchase rights (the Agreement). The plaintiffs, Evan and Kelly Greenwald, have asked us to determine the proper interpretation of the Agreement, whether it has been breached, and who may be held liable. On cross-motions for summary judgment, the Superior Court (Ignatius, J.) ruled in favor of the defendants, Barbara Keating, Jill Keating, Ellen Mulligan, and Barry and Chrysoula Uicker. We reverse and remand.

         The following facts are drawn from the trial court's summary judgment order and from undisputed documentary evidence contained in the record. In 1996, Richard Keating[1] and his daughter, Jill Keating, purchased property on Mink Island in Gilford as joint tenants with the right of survivorship. In 1997, a portion of the property was subdivided and sold, with Richard and Jill retaining 2.1 acres on which Richard built a camp (the Mink Island property). Starting in 2013, Richard and his wife Barbara (the Keatings) began renting the Mink Island property during the summer months to help offset taxes. Barbara, however, owned no interest in the property. On June 1, 2015, Richard employed Roche Realty to list the Mink Island property for sale. The property was originally listed for $849, 900, but the price was increased to $899, 900 on June 15, 2015. Around the same time, the plaintiffs, who had previously owned a house on Mink Island, began searching for island property on Lake Winnipesaukee to rent during the summer of 2016 with an option to purchase. The plaintiffs were aware that the Keatings were offering the Mink Island property for rent, and Mr. Greenwald contacted Barbara to inquire about its status. Barbara informed the Greenwalds that the Mink Island property was available to rent for the summer of 2016 and was also listed for sale.

         On August 9, 2015, the plaintiffs met the Keatings and their Roche Realty agent, John Goodhue, at the Mink Island property. During the meeting the Keatings agreed to: (1) lease the Mink Island property to the plaintiffs from July 1, 2016 through August 31, 2016, at a rate of $12, 000 per month; (2) take the property off the market and provide the plaintiffs with preemptive rights to purchase the property should the Keatings decide to re-list it for sale; and (3) permit the plaintiffs to apply one month's rent toward the purchase price. That day, Goodhue drafted the Agreement reflecting those terms; it was signed by the plaintiffs, as the tenant, and the Keatings, as the landlord. Paragraph 18 of the Agreement, entitled "LEASE RENEWAL AND PURCHASE OPTION," states as follows:

A. If property remains for lease in the summer of 2017, tenants shall be given first option to renew lease for July 1-August 31, at the established 2016 lease rate.
B. In the event that Landlord intends to re-list property for sale, Landlord agrees to give tenant first option to purchase property prior to or after conclusion of the lease, and prior to property being listed on MLS. If a sale price is agreed upon during or after the term of this lease, landlord agrees to apply one month's rent, as specified in this lease, toward the purchase price of the property. It is agreed that any sale shall be managed by John Goodhue, realtor, as listing agent.
C. In the event that tenant does not exercise the first option to purchase property under 18B, and the property is listed for sale on MLS, but tenant maintains an interest in the future purchase of the property as presented in writing by the tenant to the landlord, landlord agrees to offer tenant legal right of first refusal to purchase the property. Tenant shall have 4 business days upon presentation of another signed purchase and sales agreement to respond in writing, either exercising or waiving their right to first refusal.

         The Agreement contains an integration clause, stating that it constitutes the entire contract and that any prior understandings or representations preceding its signing are superseded by its terms. The Agreement further states that it can be modified only by a writing signed by the plaintiffs and the Keatings. Jill's ownership interest in the property ...


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