Lower Village Hydroelectric Associates, L.P. v. City of Claremont

782 A.2d 897, 147 N.H. 73, 2001 N.H. LEXIS 172
CourtSupreme Court of New Hampshire
DecidedOctober 9, 2001
DocketNo. 99-693
StatusPublished
Cited by12 cases

This text of 782 A.2d 897 (Lower Village Hydroelectric Associates, L.P. v. City of Claremont) 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
Lower Village Hydroelectric Associates, L.P. v. City of Claremont, 782 A.2d 897, 147 N.H. 73, 2001 N.H. LEXIS 172 (N.H. 2001).

Opinion

Duggan, J.

The defendant, City of Claremont (city), appeals an order of the Superior Court (Morrill, J.) finding a legally enforceable payment in lieu of taxes (PILOT) agreement between the city and the plaintiff, Lower Village Hydroelectric Associates, L.P. (LVHA), and concluding that Laws 1997, chapter 274, to the extent that it voids the PILOT agreement, violates Part I, Article 23 of the New Hampshire Constitution, and Article I, Section 10 of the United States Constitution. We affirm.

I

The following facts are undisputed. In 1981, the General Court enacted RSA 362-A:6 (1995) to encourage the propagation of local small power production and cogeneration facilities by allowing qualifying businesses to negotiate PILOT agreements with the cities and towns in which they are located. On June 20, 1997, RSA 362-A:6 was retroactively repealed effective March 1,1997, and RSA 72:8 was amended to tax all small power producing facilities ad valorem. See Laws 1997, ch. 274.

LVHA is the owner of a hydroelectric generating facility located in Claremont. In June 1996, the city expressed an interest in entering into a PILOT agreement with LVHA. Thereafter, negotiations continued by letter. On April 2,1997, the city assessor sent LVHA a letter stating:

[T]he City is willing to accept [LVHA’s March 13,1997] PILOT offer of 2.5% of gross revenues from 1997 through 2004 and 5% of gross revenues from 2005 through 2011. Once the agreements are drawn up, [the city] will send you two originals for your signature.

That same day, the city assessor sent the city attorney a letter directing him to draw up a PILOT agreement between the city and LVHA. A copy of a PILOT agreement previously employed by the city was attached to the letter as a sample for the city attorney. The suggested PILOT form contained no material terms other than the structure of the payments in lieu of taxes. The final PILOT agreement was never drawn up.

During the 1997 legislative session, House Bill 566 (HB 566), which would repeal the authority of municipalities to enter into PILOT agreements under RSA 362-A:6, was introduced in the house with an effective date of April 1,1997. Subsequently, the bill was considered in the senate where, after LVHA’s president testified as to the existence of the alleged April 2, 1997 agreement, HB 566’s effective date was amended to May 1, 1997. However, Senator Whipple, who was also the mayor of Claremont, later successfully lobbied to amend HB 566’s effective date to March 1,1997. HB 566 was thereafter enacted as Laws 1997, chapter 274.

[75]*75After the enactment of Laws 1997, chapter 274, the city assessor, not considering the city bound by the April 2,1997 letter, appraised the LVIIA facility and assessed it $46,338.24 in ad valorem, taxes. LVHA instead paid the city $6,570.61, representing the amount due according to the terms of the alleged PILOT agreement. LVHA then applied for an abatement of the taxes assessed against it for the 1997 tax year. The city denied the request. LVHA brought suit to enforce the PILOT agreement.

On motions for summary judgment, the superior court found that, although a contract did exist between the parties, Laws 1997, chapter 274 did not violate Part I, Article 23 of the New Hampshire Constitution. Upon reconsideration, the court reversed its previous order in part, concluding that Laws 1997, chapter 274, to the extent that it voids the PILOT agreement, violated both the New Hampshire and United States Constitutions. This appeal followed.

II

“In reviewing a grant of summary judgment, we look at the affidavits and other evidence, and all inferences properly drawn therefrom, in the light most favorable to the non-moving party.” Forbes Farm P’ship v. Farm Family Mut. Ins. Co., 146 N.H. 200, 201 (2001). We will affirm the trial court if there was no genuine issue of material fact and the moving party was entitled to judgment as a matter of law. See id. “As no material fact is in dispute on appeal, we need only determine whether the moving party was entitled to judgment as a matter of law.” Id. We review the trial court’s application of the law to the facts de novo. See Del Norte, Inc. v. Provencher, 142 N.H. 535, 537 (1997).

The city first argues that its letter of April 2, 1997, was a preliminary negotiation, in anticipation of a more formalized agreement; therefore, it was insufficient to create a binding contract. We disagree.

A written memorandum is sufficient to establish a contract if it demonstrates that the parties have manifested their intent to be bound to the essential terms of a more detailed forthcoming agreement. Estate of Younge v. Huysmans, 127 N.H. 461, 466 (1985). In Younge, a buyer of land submitted a written purchase and sale agreement to the seller along with a check for $10,000. The buyer’s initial offer of $160,000 was increased on several occasions without the submission of subsequent purchase and sale agreements. Although the $10,000 check was never cashed, the seller sent the buyer a note that stated, in its entirety:

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 [76]*76Gilford, New Hampshire. We are in the process of drawing up a Purchase and Sale Agreement, which we will forward to you shortly.

Id. at 463. The seller then took the property off the market. In finding that the seller’s note constituted acceptance of the buyer’s offer, we held that, even though the seller explicitly stated that a purchase and sale agreement would follow, the evidence supported a finding that there was a binding contract.

Similarly, in the present matter, even though the city’s letter explicitly stated that an agreement would be drawn up, the evidence supports a finding that a contract was formed. Neither the existence of LVHA’s offer letter of March 13,1997, nor the city’s acceptance letter of April 2,1997, is in dispute. Nor does the city dispute the essential terms contained in the April 2, 1997 letter. The city’s only contention is that the parties anticipated a more formalized memorial of a “tentative” agreement.

In light of our holding in Younge, whether the parties contemplated further negotiations of minor details of the PILOT agreement is immaterial. The April 2,1997 letter explicitly states that the city is willing to accept LVHA’s offer. Moreover, the letter lays out the structure of LVHA’s payments to the city as a certain percentage of gross revenues per year over certain periods of time. Details such as which day of the month and to what address the payments are to be made are not essential to contract formation. Taken together, these facts provide adequate evidence that the city manifested its intent to be bound to the material terms of the PILOT agreement. Therefore, we agree with the superior court that a contract existed as a matter of law.

Ill

The city next argues that even if a contract exists, Laws 1997, chapter 274 does not offend Part I, Article 23 of the State Constitution or Article 1, Section 10 of the United States Constitution. We analyze the constitutional claim first under the New Hampshire Constitution, relying upon cases interpreting the Federal Constitution only to aid in our analysis. Cf. State v. Costello, 138 N.H. 587, 589 (1994) (applying State Constitution, as protection afforded against ex post facto

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Pelissier v. GEICO Gen. Ins. Co
2024 N.H. 60 (Supreme Court of New Hampshire, 2024)
City of Manchester v. Bellenoit
2024 N.H. 28 (Supreme Court of New Hampshire, 2024)
Vinny J. Scarnici v. Town of Pittsburg
2018 DNH 208 (D. New Hampshire, 2018)
Cloutier v. State
42 A.3d 816 (Supreme Court of New Hampshire, 2012)
Tuttle v. MED. MAL. JOINT UNDERWRITING
992 A.2d 624 (Supreme Court of New Hampshire, 2010)
Tuttle v. New Hampshire Medical Malpractice Joint Underwriting Ass'n
159 N.H. 627 (Supreme Court of New Hampshire, 2010)
Hogan Family Enterprises, Ltd. v. Town of Rye
951 A.2d 159 (Supreme Court of New Hampshire, 2008)
Glick v. Chocorua Forestlands Ltd. P'ship
949 A.2d 693 (Supreme Court of New Hampshire, 2008)
Glick v. Chocorua Forestlands Ltd. Partnership
157 N.H. 240 (Supreme Court of New Hampshire, 2008)
Appeal of the City of Portsmouth
855 A.2d 483 (Supreme Court of New Hampshire, 2004)

Cite This Page — Counsel Stack

Bluebook (online)
782 A.2d 897, 147 N.H. 73, 2001 N.H. LEXIS 172, Counsel Stack Legal Research, https://law.counselstack.com/opinion/lower-village-hydroelectric-associates-lp-v-city-of-claremont-nh-2001.