Summary
The Supreme Court of Rhode Island affirmed a Superior Court judgment granting specific performance of a real estate purchase agreement. The court held that the buyer remained ready, willing, and able to perform, had not abandoned or rescinded the agreement, and was entitled to enforcement after the seller failed to provide marketable title. The court applied an abuse-of-discretion standard to the grant of specific performance and deferred to the trial justice’s credibility findings.
Topics
Practice areas
Questions Presented
- Whether the Superior Court abused its discretion by finding that Keystone remained ready, willing, and able to perform the real-estate contract.
- Whether Keystone abandoned the contract by returning or refusing to accept the return of the deposit.
- Whether the agreement was rescinded after the failed closing.
- Whether the passage of time, standing alone, established abandonment of the agreement.
Holdings
- The Superior Court properly granted specific performance because the agreement contained sufficiently clear and definite essential terms, Keystone had a binding and enforceable contract, Keystone remained ready and willing to perform, and Campo failed to convey the required title.
- Keystone did not abandon the agreement merely because the closing failed, the closing money was returned, or time elapsed after the original closing date.
- The agreement was not rescinded by the termination of the attempted closing or by the title attorney's statement that the closing might be dead.
Key quotations
“If the purchaser can demonstrate that he or she was "at all times ready and willing to perform the contract, specific performance is available `in the absence of a legitimate and articulable equitable defense.'"” (963)
“It is not within our judicial province to substitute our own judgment for that of the trial justice in this admittedly close case.” (964)
“There was never a sign of reluctance, Keystone never backed off.” (965)
Factual background
Keystone and Steven Campo entered a written agreement for Campo to sell Providence property for $9,000, with the agreement requiring delivery of good, clear, insurable, and marketable title free of encumbrances acceptable to the buyer. At the attempted closing, Campo disclosed a potential unrecorded lien securing a debt to his father, and the title attorney stopped the closing until the lien could be released. Keystone continued to express its willingness to close, ultimately offering to purchase the property as is if Campo remained responsible for any lien. The Superior Court found that Campo breached the title provision and the implied covenant of good faith and granted Keystone partial specific performance.
Procedural history
The parties entered a written agreement for the sale of property for $9,000. The scheduled closing failed when the seller disclosed an alleged unrecorded lien in favor of his father. The buyer filed an action for specific performance, and after a jury-waived trial the Superior Court ordered the parties to complete the transaction. The seller appealed, challenging the buyer's readiness and willingness to perform, alleged abandonment of the agreement, and alleged rescission.
Remand instructions
The record may be remanded to the Superior Court.