Bison Building Co. v. Brown

70 Va. Cir. 348, 2006 Va. Cir. LEXIS 51
CourtFairfax County Circuit Court
DecidedApril 5, 2006
DocketCase No. (Law) 2005-1104
StatusPublished
Cited by3 cases

This text of 70 Va. Cir. 348 (Bison Building Co. v. Brown) is published on Counsel Stack Legal Research, covering Fairfax County Circuit Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Bison Building Co. v. Brown, 70 Va. Cir. 348, 2006 Va. Cir. LEXIS 51 (Va. Super. Ct. 2006).

Opinion

BY JUDGE ARTHUR B. VIEREGG

This action, Bison Building Co., L.L.C. v. William N. Brown, was tried before me ore tenus beginning on March 6, 2006. Plaintiff, Bison Building Company, L.L.C. (“Bison Builders”) filed a three count motion for judgment against Defendant William Brown arising out of a contract between the parties for Brown to purchase a portion of a 6.2 acre parcel, which parcel is hereinafter referred to as “Hastings Crest,” and Brown’s conduct in filing a lis pendens among the Fairfax County land records affording notice of his pending suit for specific performance to require Bison Builders to convey a portion of the Hastings Crest parcel to him.

The Causes of Action Pleaded

In its motion for judgment, Bison Builders pleaded three causes of action. In Count I, Bison Builders alleged that Brown wrongfully termináted the contract, for which he is liable for compensatory damages. In Count II, Bison Builders alleged that Brown had slandered Bison Builders’s title to Hastings Crest by filing a lis pendens, for which Brown is liable for compensatory damages. In Count III, Bison Builders alleged that, by filing the lis pendens, Brown had interfered with other contracts Bison Builders had [349]*349made to sell other portions of the Hastings Crest parcel, for which Brown is liable for compensatory damages. Bison Builders also sought an award of punitive damages.

Brown filed a counterclaim seeking a declaratory adjudication that Bison Builders breached the parties’ contract, that Brown was excused from performance, and that he had properly terminated the contract. He also sought the return of his $10,000 down payment posted as a deposit to be applied as part of the purchase price for the Lot 1. Both parties sought attorney’s fees pursuant to Paragraph 23 of the contract. See J. Ex. 3.

After three days of trial, I took the case under advisement. My decision follows.

Background

In July 2003, Bison Builders, a custom home building company, entered into a contract with Darcy Sekas, manager of Colvin Run, L.L.C., to purchase Hastings Crest, a 6.2 acre parcel located on Colvin Run Road in the Great Falls area of Fairfax County, Virginia. The purchase price was $2.1 million. Hastings Crest was zoned R-l. A “turn of the century historic home” was situated on the property. Colvin Run, L.L.C., had theretofore obtained a variance permitting the property to be subdivided into four lots. See J. Ex. 17. However, in order to record the subdivision plan among the Fairfax County land records, which recordation was necessary for the subdivision plan to become effective, Bison Builders, as contract purchaser, was required to post a $213,000 public improvements bond in favor of Fairfax County. See J. Ex. 32

On October 27,2003, before closing its purchase of Hastings Crest and despite the fact that the Hastings Crest subdivision plan had not been recorded, Bison Builders listed the Hastings Crest lots for sale with a realtor, Long & Foster Real Estate (“Long & Foster”). In the listing, “Lot 1” was described as consisting of one acre. The “turn of the century historic home” was described as being “habitable.”1 See J. Ex. 20.

In early 2004, Brown had begun a search to find and purchase real property that was improved with a residence. Stuart Franklin, a friend knowledgeable about real property, and Vanessa Vergnetti, a realtor with Weichert Realty, assisted him in this quest. Ms. Vergnetti reviewed the Long [350]*350& Foster listing for Lot 1, Hastings Crest, and visited the site. While at the property, she telephoned a Long & Foster agent, who furnished information as to the anticipated boundaries of Lot 1. On March 27,2004, Brown visited the property with Mr. Franklin. Both concurred Lot 1 met Brown’s criteria; it consisted of between one and one and one-half acres and was improved by a habitable dwelling. Later that day, Brown entered into a contract with Bison Builders to buy Lot 1. The contract, prepared by Weichert Realtors, identified the property to be purchased only by reference to the Fairfax County tax map for the entirety of the unsubdivided 6.2 acre Hastings Crest parcel. It did not specifically identify Lot 1. The contract also specified that the property was to be sold “as is.” It stipulated a closing date of April 27, 2004. Both parties covenanted that “time was of the essence” of their agreement. See J. Ex. 3.

During the month of April 2004, Brown learned that Bison Builders had not yet acquired legal title to Hastings Crest and, therefore, could not convey Lot 1 to him. Colvin Run, L.L.C., did eventually convey title to Hastings Crest to Bison Builders the following month.

In May 2004, to finance its purchase of Hastings Crest, Bison Builders had borrowed $2.1 million from Access Bank. Becoming due in late August 2004, it was referred to in trial as “a bridge loan.” Although the Access bridge loan enabled Bison Builders to become the record owner of Hastings Crest, Bison Builders was unable to record the subdivision plan because it had not filed the public improvements bond required by Fairfax County, a condition precedent to recordation of the subdivision plan. Therefore, at all times between May and late December 2004, Bison Builder was continuously unable to convey any of the proposed Hastings Crest lots to contract purchasers, including Brown. Bison Builders’s failure to convey lots and pay the bridge loan had caused Access Bank to declare its bridge loan in default in September 2004. Access Bank thereafter entered into an agreement with Bison Builders not to enforce its foreclosure rights until December 24,2004. See J. Ex. 50. However, on or about January 19, 2005, the bank decided to sell its loan to Bison Builders’s other subordinated lender. This eventuated in Bison Builders’s payment of a higher interest rate on the re-structured lending arrangements.

Despite Bison Builders’s continued inability to convey Lot 1 to him from April to late December 2004, Brown, still wishing to buy Lot 1, elected not to terminate the parties’ contract for the conveyance of Lot 1. Nevertheless, in October, 2004, Brown authorized his attorney Mr. Gregory Counts to file a suit to require Bison Builders to convey Lot 1 to him and to file a lis pendens against the entire 6.2 acre Hastings Crest property. In the [351]*351specific performance suit, Brown alleged that the property at issue was worth $2.1 million, even though he understood that he had only sought to purchase a portion of the property, Lot 1, for $699,000.

The Hastings Crest subdivision plan was finally recorded among the Fairfax County land records on December 28, 2004. See J. Ex. 148. Bison Builders thereupon made an immediate demand on Brown to proceed to settlement on Thursday, December 30, 2004. See id. On January 3, 2005,' Bison Builders issued a Notice of Default to Brown, threatening an action for damages if settlement was not completed by January 7,2005. See J. Ex. 62. In response, Brown, through Mr. Counts, expressed his continuing desire to close his purchase of Lot 1. After further communications between the parties’ respective attorneys, which included, inter alia, Brown’s inquiiy whether the subdivision plan had been recorded, Mr. Counts confirmed in a January 12, 2005, letter, that Brown would settle within two to four weeks. See J. Ex. 72.

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Bluebook (online)
70 Va. Cir. 348, 2006 Va. Cir. LEXIS 51, Counsel Stack Legal Research, https://law.counselstack.com/opinion/bison-building-co-v-brown-vaccfairfax-2006.