EVAN GREENWALD & a.
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.
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
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.
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 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.
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
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
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