Clayton v. Clayton Investments, Inc.

Summary

The Vermont Supreme Court reviewed a dispute over whether deeds tendered under an option-to-purchase agreement properly included parking restrictions and common-area maintenance fee provisions. The court held that the subdivision permit did not require inclusion of CAM fee language and that the tendered deed was consistent with the option because it did not address parking. The court affirmed specific performance with modifications and left enforcement and allocation of stipulated CAM fee payments for the superior court.

Holdings

1. The option's marketable-title provision could not be used by the seller to impose a deed restriction benefiting the seller over the buyer's objection, and the subdivision permit did not clearly or specifically require lot owners to pay CAM fees to defendant. The deed therefore did not need to contain a CAM-fee provision.
2. The deed tendered by plaintiff, which did not mention parking, conformed to the option. The court properly ordered defendant to accept that deed, but the record did not establish that plaintiff necessarily acquired an easement or entitlement to use any common-area parking space, and the trial court's contrary findings were stricken.
3. The Supreme Court declined to reach collection of the CAM fees because enforcement of the stipulated order remained pending in the superior court and the appeal was not a final judgment on that issue. The court struck the superior court's paragraphs addressing the CAM-fee claim and crediting payments to the purchase price, leaving the superior court to resolve enforcement.

Questions Presented

1. Whether the subdivision permit or the option-to-purchase agreement required the deed to Lot 8 to include a CAM-fee obligation.
2. Whether the subdivision permit or the deed's appurtenance language required the deed to grant or preserve a right to use common-area parking.
3. Whether the superior court properly addressed defendant's claim for past-due CAM fees and the stipulated order during the appeal.

Disposition

affirmed