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Kiessling v. Corbin

Superior Court of Maine, Sagadahoc

February 12, 2019



          Daniel I. Billings, Justice.

         This matter is before the Court on Plaintiffs' Motion for Summary Judgment on Count I of their Complaint, Declaratory Judgment.


         The 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 follows:

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.

         PSMF ¶ 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.

         Kiessling 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.[1] DSAMF ¶ 15. Lot 33 appraised at $25, 000 and $21, 000, and in both appraisals Lot 33A appraised at $6, 000. DSAMF ¶ 16.

         On 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.

         Near 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.

         The 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 ¶¶ 22-23.

         On 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.

         Standard of Review

         Summary 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).


         The 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).

         In 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. ...

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