SCOTT KIESSLING, PERSONAL REPRESENTATIVE OF THE ESTATES OF E.W. KIESSLING AND EDITH KIESSLING Plaintiffs,
JEFFREY CORBIN Defendant.
ORDER GRANTING PLAINTIFFS' MOTION FOR SUMMARY
JUDGMENT ON COUNT I
I. Billings, Justice.
matter is before the Court on Plaintiffs' Motion for
Summary Judgment on Count I of their Complaint, Declaratory
following facts are undisputed unless otherwise noted. Scott
Kiessling ("Kiessling" or "Plaintiff") is
the Personal Representative of the estates of E.W. Kiessling
and Edith Kiessling. Plaintiffs' Statement of Material
Facts ¶ 1 ("PSMF"). The estates hold title to
two parcels of land in Georgetown, Maine. PSMF ¶ 2. The
two parcels are Lot 33, which is .22 acres and Lot 33A, which
is .11 acres. PSMF ¶ 3, Defendant's Statement of
Additional Material Facts ¶¶ 2-3
("DSAMF"). Jeffrey Corbin ("Corbin" or
"Defendant") and Kiessling signed an Option
Agreement for Purchase and Sale of Real Estate ("Option
Agreement") regarding the lots on October 12, 2016. PSMF
¶ 5. The relevant portion of the Option Agreement is as
4. EXERCISE OF OPTION/PURCHASE PRICE. The Buyer
[Corbin] shall have the right to exercise the Option during
the Option Period ... by providing written notice to Seller
[Kiessling]. During the Option Period, the Seller hereby
agrees to negotiate exclusively with the Buyer to determine a
mutually agreeable purchase price and terms of payment. The
Purchase price will be primarily based upon the results of
one or more agreed upon appraisals.
¶ 5, DSAMF ¶¶ 7-8. The Option Period began on
the date the Option Agreement was signed, and was to expire
on or before September 30, 2017. PSMF ¶ 5, DSAMF ¶
6. If Corbin did not exercise the Option during the Option
Period, the Option Agreement was automatically voided when it
expired on September 30, 2017. PSMF ¶ 5, DSAMF
¶¶ 6, 10.
provided Corbin with an appraisal of Lot 33, dated 2015,
showing that its market value at that time was $260, 000.
PSMF ¶ 6. He also provided Corbin with a 2015
Comparative Market Analysis of the same lot that suggested a
listing price of $300, 000. PSMF ¶ 7. For the 2016-2017
tax year, Lot 33 had been assessed at $433, 100, and Lot 33A
had been assessed at $15, 700, for a combined total of $448,
800 for tax assessment purposes. PSMF ¶ 12, DSAMF
¶¶ 12-13. After research, Corbin discovered that
both lots lacked legal access. DSAMF ¶ 14. In 2017,
during the Option Period, Corbin had two independent
appraisers evaluate the two lots with the presumption that
they were without legal access. DSAMF ¶ 15. Lot 33 appraised
at $25, 000 and $21, 000, and in both appraisals Lot 33A
appraised at $6, 000. DSAMF ¶ 16.
August 30, 2017, Corbin met with Kiessling in person to share
his discovery about the lack of legal access to the lots and
his appraisals of the lots. DSAMF ¶ 17. Kiessling claims
that Corbin offered him $31, 000 for the lots, while Corbin
denies that an offer was made. PSMF ¶ 13, DSAMF ¶
18. Corbin requested additional information from Kiessling
about what he had invested in the lots in terms of taxes,
attorney fees, and appraisals, but this information was not
provided to Corbin. DSAMF ¶¶ 18-20.
the end of the Option Period, on September 12, 2017,
Corbin's attorney sent a letter to Kiessling's
attorney stating that Corbin was formally exercising the
Option. DSAMF ¶ 22. Corbin requested additional
information about legal access to the lots. The parties
dispute whether Kiessling adequately addressed or responded
to Corbin's requests. DSAMF ¶ 23, 25-27. Corbin
claims that the lots do not have legal access and therefore
the appraisals that Kiessling provided to him are
"baseless and unreasonable." DSAMF ¶ 28.
Kiessling denies this, and states that the matter of legal
access is for a court to decide. PRSMF ¶ 28.
parties did not agree to a sales price or an appraisal for
the lots before the Option expired. PSMF ¶¶ 16-17.
During the Option Period, Kiessling did not negotiate the
sale of the lots with anyone else. PSMF ¶ 19. On
September 28, 2017, Corbin's attorney recorded an
Affidavit in the Sagadahoc County Registry of Deeds stating
that Corbin "now has the unconditional right to purchase
the Property." PSMF ¶ 20. On April 2, 2018,
Kiessling demanded that Corbin file a release of the claims
in the Registry of Deeds, but Corbin has not done so. PSMF
August 24, 2018, Plaintiffs filed a two-count Complaint in
Superior Court. Count I requests Declaratory Judgment that
the Option Agreement has expired and Corbin has no rights in
the lots, and a Judgment that requires Corbin to record a
release of rights to the lots in the Registry of Deeds. Count
II alleges Slander of Title. On November 14, 2018, Plaintiffs
filed the instant Motion for Summary Judgment regarding Count
I of the Complaint.
judgment is appropriate if, reviewing the evidence in the
statements of fact and record references in the light most
favorable to the non-moving party, there is no genuine issue
of material fact and the moving party is entitled to judgment
as a matter of law. M.R. Civ. P. 56(a), (c); Platz
Assocs. v. Finley, 2009 ME 55, ¶ 10, 973 A.2d 743
(internal citations omitted). A fact is material if "it
has the potential to affect the outcome of the suit."
Id. "A genuine issue of material fact exists
when the fact finder must choose between competing versions
of the truth." Id. When the party moving for
summary judgment bears the burden on a claim or defense, the
moving party must establish the existence of each element of
the claim or defense without dispute as to any material fact
in the record in order to obtain summary judgment. Cach,
LLC v. Kulas, 2011 ME 70, ¶ 8, 21 A.3d 1015. If the
motion for summary judgment is properly supported, then the
burden shifts to the non-moving party to respond with
specific facts indicating a genuine issue for trial in order
to avoid summary judgment. M.R. Civ. P. 56(e).
Option Agreement in this case is an option contract. A land
sale option contract is solely an "irrevocable and
continuing offer to sell." DiPietro v. Boynton,
628 A.2d 1019, 1023 (Me. 1993) (quoting Shaughnessy v.
Eidsmo, 23 N.W.2d 362, 365 (Minn. 1946). In
DiPietro, the Law Court applied general contract
rules to an option contract. 628 A.2d at 1023. An option does
not convey land to the buyer, but gives him a right to buy at
his election. Id. "At best it is but an
irrevocable right or privilege of purchase."
Id. There is little Maine caselaw that addresses
option contracts specifically. The Restatement (second) of
Contracts defines an option contract as "a promise which
meets the requirements for the formation of a contract and
limits the promisor's power to revoke an offer."
§ 25 (1981). When confronted with cases involving option
contracts in the past, Maine has looked to other states, the
Restatement, and other treatises for guidance. See
DiPietro, 628 A.2d 1019 (Me. 1993).
their Motion, the Plaintiffs argue that the Option Agreement
is unambiguous and ultimately expired on its own terms
because the parties were unable to agree on a purchase price,
let alone the appraisals that would have been the basis for
the purchase price. Plaintiffs additionally argue that
Corbin's attempt to exercise the Option is unenforceable
because he did not meet the conditions precedent to properly
exercise the option. In response, Corbin contends that
summary judgment must be denied because there are genuine
issues of material fact regarding whether: (1) Kiessling
breached the Option Agreement; (2) the lots have legal access
and therefore if Kiessling's appraisals were reasonable;
and (3) the Option Agreement expired on September 30, 2017.