Greenwald et al. v. Keating et al.Annotate this Case
This case centered on a property lease in Gilford, New Hampshire that included certain preemptive purchase rights (the Agreement). Plaintiffs Evan and Kelly Greenwald sought a declaration on the interpretation of the Agreement, whether it had been breached, and who was liable. On cross-motions for summary judgment, the Superior Court ruled in favor of defendants Barbara Keating, Jill Keating, Ellen Mulligan, and Barry and Chrysoula Uicker. The New Hampshire Supreme Court determined that central to the trial court’s decision was the interpretation of the Agreement - specifically paragraphs 18B and 18C. In the trial court’s view, the Agreement unambiguously required that Richard and Jill Keating intend to list the Mink Island property for sale, not merely intend to sell it, before plaintiffs’ rights under paragraph 18B were triggered. The court also concluded that paragraph 18B was unenforceable because it did not include an essential term: the purchase price. As for the right of first refusal under paragraph 18C, the trial court concluded that this provision was triggered only if the Keatings accepted an offer to purchase made by a third party after the Keatings had listed the property for sale. Thus, the trial court ruled that no breach occurred because the triggering condition - listing the property for sale - was never met. The Supreme Court concluded that because the meaning of the Agreement was ambiguous concerning whether listing the property was intended to be ministerial or substantive, the trial court erred in resolving this issue on summary judgment. The Court agreed with plaintiffs that the trial court erred in summarily concluding that Barbara could not be held liable under the Agreement because she held no ownership interest in the Mink Island property and could not otherwise be chargeable as an agent of Jill. The matter was reversed and remanded for further proceedings.