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Danforth v. More

Supreme Court of Rhode Island

January 14, 2016

Sophie F. Danforth
v.
Timothy T. More et al

Providence County Superior Court. (PC 11-6528). Associate Justice Luis M. Matos.

For Plaintiff: David E. Maglio, Esq.

Timothy J. More, Defendant, Pro se.

Present: Goldberg, Flaherty, Robinson, and Indeglia, JJ. Chief Justice Suttell did not participate.

OPINION

Page 64

Gilbert V. Indeglia, Justice

These consolidated cases came before the Supreme Court on cross-appeals from

Page 65

an order of the Superior Court granting summary judgment in favor of the plaintiff, Sophie F. Danforth (plaintiff or Danforth). On appeal, the defendant, Timothy T. More (defendant or More), contends that the hearing justice erred in (1) granting summary judgment in favor of the plaintiff; and (2) awarding statutory prejudgment interest. In her crossappeal, the plaintiff asserts that the hearing justice improperly denied her request for attorney's fees. On December 10, 2015, this case came before the Supreme Court pursuant to an order directing the parties to appear and show cause why the issues raised should not be summarily decided. After hearing the arguments of counsel and reviewing the memoranda submitted on behalf of the parties, we are satisfied that cause has not been shown. Accordingly, we shall decide the appeal at this time without further briefing or argument. For the reasons set forth herein, we affirm the judgment of the Superior Court.

I

Facts and Travel

On March 22, 2011, Danforth entered into a purchase and sales agreement (PSA) with More and his wife, Rebecca (the Mores), pursuant to which she agreed to sell, and the Mores agreed to purchase, certain real estate (the property) located at 10 Lloyd Lane in Providence. The PSA provided that the sale price of the property would be $700,000, of which $30,000 would be paid as a deposit at the time the PSA was executed. This deposit was to be paid to Andrew Davis, Esq. (Davis) as attorney and escrow agent for Danforth. The PSA set a closing date for October 15, 2011, but also provided that the Mores " may elect to close on any business day on or after September 1, 2011, and before October 15, 2011[.]"

The PSA provided as a condition to its performance:

" The [Mores] may, at [their] expense, have the [property] inspected for radon, lead paint, physical condition, termites, rodents and other pests, which inspection shall be satisfactory to the [Mores] in all respects. If any of the foregoing inspections are not satisfactory to the [Mores] for any reason, the [Mores] may elect to notify [Danforth] in writing of the unsatisfactory condition on or before 3:00 p.m. on April 4, 2011 ('Inspection Contingency Date') and terminate this Agreement. In the event [the Mores] elect[] to terminate this Agreement in accordance with this [section], this Agreement shall be deemed null and void and the Deposit shall be returned to the [Mores], and the parties will have no further obligations to each other."

Importantly, the PSA further provided that " [t]he parties hereto acknowledge and agree that * * * [t]ime is of the [e]ssence for purposes of the Inspection Contingency Date" and that, if the Mores found an unsatisfactory condition prior to the inspection contingency date, their sole remedy would be to terminate the PSA. However, if the Mores failed to invoke their right to terminate the PSA prior to the inspection contingency date and thereafter defaulted on their obligations, the PSA provided that " [Danforth] shall have the right to retain the Deposit for [her] own use, which right shall be [her] sole remedy for such default."

The inspection contingency date set for April 4, 2011, came and went with no notification from the Mores that they intended to exercise their right to terminate the PSA. On April 7, 2011, the house was inspected; and, following the inspection, More sent Danforth an email, stating: " I spent over an hour with the house inspector this morning. * * * There are some

Page 66

things that need to be fixed or replaced * * * but nothing beyond what might be expected. I will email you a copy of the report when I receive it. Certainly nothing that would cause us to terminate the contract." Thereafter, More sent a series of emails to Davis, in which he indicated that the Mores still intended to go forward with the closing. On April 12, 2011, More sent an email stating: " The inspection report attached shows two items that [Danforth] might want to address: the termites in an area of the crawl space and a wood column in the crawl space that has been compressed because it is carrying too much weight. Otherwise nothing too serious. * * * We are tentatively looking at a closing date of September 7." An email sent on April 15, 2011, provided: " We went to [the property] this morning to do some measuring. It appears that someone tried to break in the front door. * * * It does not appear that the structural integrity of the door was compromised but the surface of the door is cracked around the door handle."

Apparently, the Mores were planning to sell their current house and use the proceeds to purchase the property. However, their plan was complicated when their " prospective buyers got cold feet[,]" forcing them to place their house back on the market. As a result of this complication, More contacted Davis on April 28, 2011, stating, " This may mean that we will not want to close on September 7." Another email followed from More on July 18, 2011, in which he stated: " Query - did you do anything about the termites in the ceiling of the crawl space? We have no prospects for our house and will need a mortgage to buy yours. Someone just told me that we may not be able to get financing if there are termites."

A series of email correspondence followed, in which More and Davis discussed a potential closing date. On August 3, 2011, in response to Davis's request for a closing date, More indicated, " In the absence of a buyer we are looking at October 15." Thereafter, More contacted Davis again on September 12, 2011, this time requesting an extension of the closing date to December 1, 2011, because the Mores were having difficulty selling their home. Davis responded on September 14, 2011, indicating that, in order to extend the closing date, Danforth would require an increased deposit and an upward adjustment of the purchase price. In this email, Davis reminded More that " 'time is of the essence' with respect to the purchase agreement." Although the closing was scheduled for October 17, 2011,[1] the Mores failed to appear at it. On October 18, 2011, Davis informed the Mores that they were in default pursuant to the terms of the PSA. More responded requesting a reduction in the purchase price and an extension of the period of time to close, which Danforth subsequently declined.[2]

On November 14, 2011, Danforth filed a complaint in Providence County Superior Court, which was subsequently amended on December 5, 2011. In her amended complaint, Danforth alleged breach of contract (count 1), ...


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