CNX Land Resources Inc. v. Williams et al
Filing
45
MEMORANDUM OPINION AND ORDER CONFIRMING PRONOUNCED ORDER OF THE COURT GRANTING 33 PLAINTIFF'S MOTION FOR PARTIAL SUMMARY JUDGMENT AND DENYING 31 DEFENDANTS' MOTION FOR SUMMARY JUDGMENT. The defendants are hereby DIRECTED to complete th e sale of the subject property, in accordance with this Court granting the remedy of specific performance. It is further ORDERED that this civil action be DISMISSED and STRICKEN from the active docket of this Court. The Clerk is DIRECTED TO enter judgment. Signed by Senior Judge Frederick P. Stamp, Jr. on 8/27/2013. (copy to counsel of record via CM/ECF) (nmm)
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF WEST VIRGINIA
CNX LAND RESOURCES INC.,
a Delaware corporation,
Plaintiff,
v.
Civil Action No. 5:12CV112
(STAMP)
ROBERT A. WILLIAMS,
an individual and
CHERYL L. WILLIAMS,
an individual,
Defendants.
MEMORANDUM OPINION AND ORDER
CONFIRMING PRONOUNCED ORDER OF THE COURT
GRANTING PLAINTIFF’S MOTION FOR
PARTIAL SUMMARY JUDGMENT AND
DENYING DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT
I.
Procedural History
On July 20, 2012, the plaintiff filed its complaint seeking a
temporary restraining order and specific performance of an option
to purchase contract (“the option”).
Further, the complaint made
claims for breach of contract, tortious interference with contract
and business relationships, and punitive damages. Thereafter, this
Court
scheduled
a
hearing
temporary restraining order.
on
the
plaintiff’s
request
for
a
Prior to the hearings, however, the
parties informed this Court via a proposed order that they had
resolved the plaintiff’s request for a temporary restraining order.
The
proposed
order,
which
this
Court
approved
and
entered,
indicated that the defendants agreed to not convey or encumber the
property
that
was
subject
to
the
option
until
the
claims
surrounding the option were resolved.
Both parties then filed motions for summary judgment.
The
plaintiff’s motion, however, was only a motion for partial summary
judgment. Thereafter, the plaintiff filed a motion to withdraw its
claim for tortious interference, which this Court granted.
As a
result, the plaintiff’s summary judgment motion encompassed all of
the remaining claims proffered by plaintiff and, as such, a
granting of summary judgment in the plaintiff’s favor would result
in a final judgment on all claims.
After both motions for summary
judgment were fully briefed, this Court then issued a letter
setting forth its tentative findings as to those motions.
The
letter indicated that this Court granted the plaintiff’s motion for
partial summary judgment and denied the defendants’ motion for
summary judgment. This order confirms those rulings in more detail
for the reasons set forth below.
II.
The
parties
defendants’
parcel
entered
of
land
Facts1
into
the
located
option
in
to
Marshall
purchase
the
County,
West
Virginia on November 16, 2011. The plaintiff paid $5,000.00 to the
defendants in consideration for the option.
According to the
option, the parties agreed to a purchase price of $800,000.00,
1
For the purposes of this opinion, this Court adopts, for the
most part, the facts as set forth by the plaintiff in the
complaint.
2
which the plaintiff would pay if it chose to exercise the option.
If the plaintiff did in fact exercise the option, the defendants
agreed to convey the property by general warranty deed to the
plaintiff. Further, the payment of $5,000.00 paid in consideration
for the option would be credited against the $800,000.00 purchase
price.
The parties agreed that the option was to terminate on May 17,
2012 at 12:01 a.m.
The option contract contained the following
paragraph explaining how the plaintiff was to exercise the option
if it chose to do so prior to that date:
The Option shall be deemed to be exercised upon Optionee
delivering written notice to Optionors. Notice shall be
deemed effective (i) upon personal delivery; or (ii) upon
confirmation of delivery by a nationally recognized
overnight courier (the “Exercise Date”).
If Optionee
fails to exercise its Option within the Option Period,
Optionee’s Option and this Agreement shall terminate and
Optionee shall forfeit all rights hereunder, including
forfeiting its rights in and to the Option Payment.
ECF No. 1 Ex. 2 *1.
On May 15, 2012, the plaintiff sent the defendants a letter
addressed to both the defendants’ address at the time that the
option was entered into and to the new address assigned to the
defendants for 911 emergency purposes. Both letters were delivered
to the defendants’ addresses by Federal Express (“FedEx”) at 4:16
p.m. on May 16, 2012 according to the delivery confirmations.
On June 11, 2012, the plaintiff contacted the defendants via
telephone to schedule a closing in accordance with the option
3
contract, which required the closing be held within 60 days from
the date the plaintiff exercised the option.
The defendants,
through counsel, however, informed the plaintiff that they did not
timely receive notice of the plaintiff’s decision to exercise the
option and therefore, there would be no closing. Nevertheless, the
plaintiff sent a letter addressed to the defendants’ counsel and
also sent a letter directly to the defendants indicating that the
closing was scheduled for June 29, 2012 and provided the date and
location of such closing.
The defendants, however, did not attend
the scheduled closing and instead sent a letter through their
counsel indicating that the plaintiff had not timely exercised the
option.
The plaintiff again scheduled two other closings, one for
July 6, 2012, and another for July 13, 2012, and informed the
defendants of the same; again, the defendants did not attend either
closing.
III.
Applicable Law
Under Rule 56(c) of the Federal Rules of Civil Procedure,
A party asserting that a fact cannot be or is genuinely
disputed must support the assertion by:
(A) citing to particular parts of materials in
the record, including depositions, documents,
electronically stored information, affidavits
or
declarations,
stipulations
.
.
.
admissions, interrogatory answers, or other
materials; or
(B) showing that the materials cited do not
establish the absence or presence of a genuine
dispute, or that an adverse party cannot
produce admissible evidence to support the
fact.
4
Fed. R. Civ. P. 56(c).
The party seeking summary judgment bears
the initial burden of showing the absence of any genuine issues of
material fact.
(1986).
See Celotex Corp. v. Catrett, 477 U.S. 317, 322-23
“The burden then shifts to the nonmoving party to come
forward with facts sufficient to create a triable issue of fact.”
Temkin v. Frederick County Comm’rs, 945 F.2d 716, 718-19 (4th Cir.
1991), cert. denied, 502 U.S. 1095 (1992) (citing Anderson v.
Liberty Lobby, Inc., 477 U.S. 242, 247-48 (1986)). However, as the
United States Supreme Court noted in Anderson, “Rule 56(e) itself
provides that a party opposing a properly supported motion for
summary judgment may not rest upon the mere allegation or denials
of his pleading, but must set forth specific facts showing that
there is a genuine issue for trial.”
Id. at 256.
“The inquiry
performed is the threshold inquiry of determining whether there is
the need for a trial -- whether, in other words, there are any
genuine factual issues that properly can be resolved only by a
finder of fact because they may reasonably be resolved in favor of
either party.”
Id. at 250; see also Charbonnages de France v.
Smith, 597 F.2d 406, 414 (4th Cir. 1979)(stating that summary
judgment “should be granted only in those cases where it is
perfectly clear that no issue of fact is involved and inquiry into
the facts is not desirable to clarify the application of the law.”
(citing Stevens v. Howard D. Johnson Co., 181 F.2d 390, 394 (4th
Cir. 1950))).
5
In Celotex, the Court stated that “the plain language of Rule
56(c) mandates the entry of summary judgment, after adequate time
for discovery and upon motion, against a party who fails to make a
showing
sufficient
to
establish
the
existence
of
an
element
essential to that party’s case, and on which that party will bear
the burden of proof at trial.”
Celotex, 477 U.S. at 322.
Summary
judgment is not appropriate until after the non-moving party has
had sufficient opportunity for discovery.
See Oksanen v. Page
Mem’l Hosp., 912 F.2d 73, 78 (4th Cir. 1990), cert. denied, 502
U.S. 1074 (1992). In reviewing the supported underlying facts, all
inferences must be viewed in the light most favorable to the party
opposing the motion.
See Matsushita Elec. Indus. Co. v. Zenith
Radio Corp., 475 U.S. 574, 587 (1986).
IV.
Discussion
In the plaintiff’s motion for summary judgment, the plaintiff
argues that it is entitled to summary judgment as to Counts I and
II of its complaint.
The plaintiff argues that it is entitled to
a finding that the defendants breached the option contract based on
the language of the option contract and the facts involved.
Specifically, the plaintiff states that it exercised the option in
accordance
with
the
option
contract’s
requirements
and
the
defendants refuse to abide by the contract. Further, the plaintiff
argues that it is entitled to specific performance as there is no
adequate remedy at law other than specific performance as this
6
particular parcel of land lies in the middle of the route of a
proposed overland conveyor belt, which the plaintiff intends to
build.
The defendants, in contrast, argue that they have not breached
the option contract and instead that the terms of exercising the
option were not followed. According to the defendants, notice that
the plaintiff was exercising the option had to be delivered
directly to the defendants, and the plaintiff’s delivery using
FedEx, which only left the notice at the defendants’ residence was
insufficient. Further, the defendants state that even if there was
ambiguity as to what constituted proper delivery of notice, that
ambiguity should be resolved in the defendants’ favor, as the
plaintiff drafted the option contract.
A.
Contract Language
Under West Virginia law, contract language is considered
ambiguous “when it is reasonably susceptible to more than one
meaning
in
light
of
the
surrounding
circumstances
applying the established rules of construction.”
and
after
Williams v.
Precision Coil, Inc., 458 S.E.2d 327, 342 n.23 (W. Va. 1995).
Courts “should read [contract] provisions to avoid ambiguities and
not torture the language to create them.”
S.E.2d 161, 166 (W. Va. 1995).
Payne v. Weston, 466
As such, ambiguity does not result
merely because the parties do not agree to the construction of the
contract.
Lee v. Lee, 721 S.E.2d 53, 56 (W. Va. 2011).
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Instead,
the question as to whether a contract is ambiguous is a question of
law to be determined by the courts.
Pilling v. Nationwide Mut.
Fire Ins. Co., 500 S.E.2d 870, 872 (W. Va. 1997).
When a court
finds that contract language is unambiguous, it must apply such
language according to its plain and natural meaning.
Fraternal
Order of Police, Lodge No. 69 v. City of Fairmont, 468 S.E.2d 712,
716 (W. Va. 1996).
“If a court properly determines that the
contract is unambiguous on the dispositive issue, it may then
properly interpret the contract as a matter of law and grant
summary judgment because no interpretive facts are in genuine
issue.” World–Wide Rights Ltd. Partnership v. Combe Inc., 955 F.2d
242, 245 (4th Cir. 1992).
The defendants argue that the phrase “[t]he Option shall be
deemed to be exercised upon Optionee delivering written notice to
Optionors” in the paragraph concerning how the plaintiff is to
exercise the option, requires personal delivery upon the defendants
or as the defendants state, for delivery to be “landed” upon the
defendants
in
order
to
properly
exercise
the
option.
This
argument, however, fails to take into account the remaining portion
of that paragraph, which explains exactly when notice will be
effective.
Specifically, according to the option contract, notice
will be deemed effective “(i) upon personal delivery; or (ii) upon
confirmation of delivery by a nationally recognized overnight
courier.”
Taking the entire paragraph into consideration, this
8
Court finds that the contract language is unambiguous.
first
clause
states
that
notice
should
be
While the
delivered
to
the
optionors, which in this case are the defendants, the second clause
makes clear what type of delivery is required.
the choice between two delivery options.
The plaintiff had
The plaintiff chose not
to use the personal delivery option, and instead used FedEx for
delivery, which is a nationally recognized overnight carrier with
delivery confirmation. Additionally, the defendants’ argument that
the initial phrase requires delivery to be “landed” upon the
defendants is further belied by the fact that nowhere in that
phrase does it specifically state such requirement.
B.
Specific Performance
Courts determine whether or not granting specific performance
in a particular case is proper, as such remedy is not a right of
either party. Brand v. Lowther, 285 S.E.2d 474, 479 (W. Va. 1981).
When determining whether to grant specific performance, a court
must take into account “all the facts and circumstances of the
case.”
Id.
(citations
omitted).
Specific
performance
will
generally be granted where “the contract is in writing, is certain
and fair in all its terms, is free of fraud, misapprehension or
mistake, is for an adequate consideration, and is capable of being
performed.”
Id. (citations omitted).
A court, however, when
granting specific performance should ensure “there is no hardship
9
or
oppression,
even
equitable wrong.”
though
these
do
not
amount
to
legal
or
Fultz v. Connelly, 80 S.E.2d 438, 441 (1954).
Generally, when a contract is for the sale of land, specific
performance
is
granted
as
legal
remedies
are
inadequate because each parcel of land is unique.
Specific Performance § 130.
assumed
to
be
71 Am. Jur. 2d
The plaintiff argues that it is
entitled to specific performance in this instance.
Specifically,
the plaintiff states that there is no other adequate remedy of law
because the land in question is in the middle of the route of a
proposed overland conveyor belt that the plaintiff wishes to
construct.
This Court agrees, and finds that specific performance
is the proper remedy based on the circumstances involved.
All of
the requirements for granting specific performance are met in this
action.
The option contract was in writing, it seems certain and
fair in all its terms, it is free of fraud, misapprehension or
mistake, it is for an adequate consideration, and it is capable of
being performed. Further, the defendants have failed to argue that
specific performance is an improper remedy should summary judgment
be granted in favor of the plaintiff.
Nonetheless, this Court
finds that no hardship or oppression would result from such sale
based on the defendants’ representations or lack thereof.
V.
Conclusion
For the reasons stated above, the plaintiff’s motion for
partial
summary
judgment
(ECF
10
No.
33)
is
GRANTED
and
the
defendants’ motion for summary judgment (ECF No. 31) is DENIED.
Accordingly, the defendants are hereby DIRECTED to complete the
sale of the subject property, in accordance with this Court
granting the remedy of specific performance. It is further ORDERED
that this civil action be DISMISSED and STRICKEN from the active
docket of this Court.
IT IS SO ORDERED.
The Clerk is DIRECTED to transmit a copy of this memorandum
opinion and order to counsel of record herein. Pursuant to Federal
Rule of Civil Procedure 58, the Clerk is DIRECTED to enter judgment
on this matter.
DATED:
August 27, 2013
/s/ Frederick P. Stamp, Jr.
FREDERICK P. STAMP, JR.
UNITED STATES DISTRICT JUDGE
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