Nayereh Sahrapour v. LesRon, LLC and Shaw Centre, LLC

Summary

The District of Columbia Court of Appeals held that a purchase agreement and deed concerning the sale of property and a disputed alleyway were ambiguous. The court ruled that extrinsic evidence could be considered to determine the parties’ objective understanding and remanded for further proceedings. It also held that the purchase agreement did not merge into the deed because the agreement expressly provided otherwise.

Holdings

1. The purchase agreement did not merge into the deed because it expressly provided that its provisions would survive delivery of the deed and would not be merged into it.
2. The purchase agreement was ambiguous because its street address, approximate square footage, and tax-lot number did not unambiguously establish the boundaries of the property conveyed, including whether the alleyway was included.
3. The October 2006 deed was ambiguous because its conflicting tax-lot descriptions, together with its language conveying appurtenant alleys, made the property description reasonably susceptible to different interpretations. Extrinsic evidence could therefore be admitted to determine the parties' objective meaning.

Questions Presented

1. Whether the purchase agreement between Shaw Centre and Sahrapour was ambiguous concerning whether it included the disputed alleyway.
2. Whether the October 2006 deed was ambiguous because of conflicting property descriptions and its reference to appurtenant alleys.
3. Whether the trial court erred by refusing to consider extrinsic evidence absent clear and convincing evidence of mutual mistake.
4. Whether the purchase agreement merged into the deed and therefore could not independently support Sahrapour's claim.

Disposition

remanded