Estate of Younge v. Huysmans

506 A.2d 282, 127 N.H. 461, 1985 N.H. LEXIS 473
CourtSupreme Court of New Hampshire
DecidedDecember 5, 1985
DocketNo. 84-462
StatusPublished
Cited by8 cases

This text of 506 A.2d 282 (Estate of Younge v. Huysmans) is published on Counsel Stack Legal Research, covering Supreme Court of New Hampshire primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Estate of Younge v. Huysmans, 506 A.2d 282, 127 N.H. 461, 1985 N.H. LEXIS 473 (N.H. 1985).

Opinion

Per curiam.

The issues on this appeal are whether writings between the parties evidenced a meeting of the minds sufficient to create a contract for the purchase and sale of real estate and whether the superior court correctly determined the remedies for breach of the contract. The Trial Court (Cann, J.) approved the recommendations of the Master (Mayland H. Morse, Jr., Esq.) who (1) found that a contract existed between the parties and was breached, and awarded damages to the Huysmanses for aggravation and harassment in addition to costs, and (2) denied the Huysmanses’ request for specific performance of the contract. Both the Bank of New England and the Huysmanses appeal, seeking reversal of the decision. We affirm in part, reverse in part, and remand for further findings on damages consistent with this opinion.

The Bank of New England (the Bank) is the duly appointed executor of the Estate of Louise C. D. Younge, which owned two tracts of real estate on Governor’s Island in Gilford. Each lot was subject to the right of Governor’s Island Winnipesaukee, Inc., and its successors to repurchase the property in the event of a proposed sale. On July 9, 1981, the Bank’s predecessor began to attempt to sell both parcels of land.

John and Carole Huysmans were residents of Governor’s Island. They learned of the availability of the Younge Estate property and dealt directly with the Bank, without the assistance of a real estate agent or an attorney. On August 10, 1981, John Huysmans submitted a written purchase and sale agreement to the Bank along with a check for $10,000. The initial offer was $160,000, which was increased to $170,000 following a conversation between Mr. Huysmans and the Bank’s Assistant Trust Officer, Jeffrey D. Ross. This offer was increased by Mr. Huysmans to $172,000 after subsequent conversations with Mr. Ross. At the Bank’s request, Mr. Huysmans confirmed the offer of $172,000 by a memo on August 22, 1981. The Bank subsequently took the Younge property off the market.

On August 31, 1981, the Bank, through Mr. Ross, mailed a letter containing the following to Mr. Huysmans:

“This is a short note to confirm that we have accepted your offer of $172,000.00 for the Younge property on Governor’s Island in Gilford, New Hampshire. We are in the process of drawing up a Purchase and Sale Agreement, which we will forward to you shortly.”

The Bank instructed its attorney, Robert H. Hurd, Esq., to prepare [464]*464a purchase and sale agreement, and continued to hold the Huysmanses’ $10,000 check, although it did not negotiate the check.

On September 8,1981, the Huysmanses recorded the Bank’s letter of August 31, 1981, in the Belknap County Registry of Deeds. They signed a purchase and sale agreement for the sale of their own property on the same date. On September 9, 1981, the Huysmanses met with Mr. Hurd, and requested that they receive two separate deeds to the Younge property and have the right of assignment. Near the end of October, the Huysmanses received a copy of the purchase and sale agreement drafted by attorney Hurd. Mr. Huysmans noted on the agreement various problems he had with it: the rights of the Huysmanses could not be assigned to others, no provision was made for transfer of the property in two deeds, and the agreement contained a “fiduciary clause” providing that the Bank was not required to sell to the Huysmanses at the stated price if a higher offer were received. Mr. Huysmans wrote a letter to the Bank on October 29, 1981, in which he stated his concern because the Bank had not followed through on commitments it had made in August regarding assignment of the Huysmanses’ rights and transfer of the property in two deeds.

In November 1981, the Bank discovered that Mr. Huysmans had recorded its letter of August 31, 1981. The Bank advised the Huysmanses that it would not proceed with the agreement unless the letter was released from recording at the Registry of Deeds. On November 18th or 19th, Mr. Ross informed Mr. Hurd that “the deal was off,” and the Bank returned the uncashed $10,000 deposit check to the Huysmanses on November 25, 1981. After November 1981, the Huysmanses made no further attempt to complete the purchase of the Younge property. The Bank placed the property back on the market. Between December 1981, and April 1982, the Bank repeatedly attempted to obtain releases from the Huysmanses to discharge the recorded letter. On April 8, 1982, the Huysmanses signed and delivered to Mr. Hurd an unwitnessed signed release.

In September 1982, the Bank sold the Younge property to the Cuccis, who took possession and made extensive and costly improvements. In October 1982, the Bank and the Cuccis filed a petition to quiet title, seeking to force the Huysmanses to execute releases of the letter recorded in the Belknap County Registry of Deeds. The Huysmanses answered, alleging that the Bank’s August 31, 1981 letter constituted a binding contract between the parties which the Bank had breached, and requesting damages. The Huysmanses did not file a bill in equity for specific performance of the real estate contract until December 27, 1983. The two cases were then consolidated for trial by the superior court.

[465]*465After a hearing, the master found that the Bank’s August 31, 1981 letter to the Huysmanses, along with the tender of $10,000 by the Huysmanses to the Bank, constituted adequate evidence that a contract existed between the parties. The master found that the Bank had breached the contract and awarded $1,175 damages to the Huysmanses. In addition, the Huysmanses were awarded $15,000 in damages for aggravation and harassment due to the Bank’s conduct.

The master determined that the release executed by the Huysmanses was the result of duress, and thus of no effect. The fact that they took no further steps either to set the release aside or to enforce the contract, coupled with the fact that good faith improvements were made to the property by the Guccis, led the master to deny specific performance to the Huysmanses on the basis of laches. The master recommended that the Bank’s letter of August 31, recorded by the Huysmanses, be removed to clear title to the Younge property, decreed to be owned solely by the Guccis.

I. Meeting of the Minds

The first issue before this court is whether the writings between the parties evidenced a meeting of the minds sufficient to constitute a contract. The master found that a contract existed between the parties. We agree.

“We will uphold a master’s findings ‘unless they are unsupported by the evidence or are erroneous as a matter of law.’” Campo v. Maloney, 122 N.H. 162, 168, 442 A.2d 997, 1001 (1982) (quoting Summit, Electric, Inc. v. Pepin Brothers Const., Inc., 121 N.H. 203, 206, 427 A.2d 505, 507 (1981)). A meeting of the minds must occur before a contract is formed. Turcotte v. Griffin, 120 N.H. 292, 294, 415 A.2d 668, 669 (1980). The intent of the parties is determined by an objective standard, and not by actual mental assent. Kilroe v. Troast, 117 N.H. 598, 600-01, 376 A.2d 131, 133 (1977). The writing is given the meaning which a reasonable person would attach to it. Id.

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Bluebook (online)
506 A.2d 282, 127 N.H. 461, 1985 N.H. LEXIS 473, Counsel Stack Legal Research, https://law.counselstack.com/opinion/estate-of-younge-v-huysmans-nh-1985.