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Ruggieri-Lam v. Oliver Block, LLC

United States District Court, D. Vermont

July 30, 2015


Page 401

For John G. F. Ruggieri-Lam, Maria L. Freddura, Plaintiffs: Michael F. Hanley, Plante & Hanley, P.C., White River Junction, VT.

For Oliver Block, LLC, Defendant: Frank P. Urso, Esq., Reis Urso Ewald PC, Rutland, VT.

Page 402


Geoffrey W. Crawford, United States District Judge.

Plaintiffs John Ruggieri-Lam and Maria L. Fredurra brought this action against defendant Oliver Block, LLC (" Oliver Block" ) arising from negotiations for the sale of defendant's commercial building in Woodstock, Vermont. Plaintiffs allege that Oliver Block breached a contract to sell the property to them and breached the covenant of good faith and fair dealing. (Doc. 1.) Plaintiffs seek specific performance. Plaintiffs filed this petition for a writ of attachment on Oliver Block's property, asserting a likelihood of obtaining a judgment on their breach-of-contract claim.

I. Facts

The following facts are drawn from the verified complaint; the parties' motions and exhibits; and the testimony at the hearing on July 29, 2015. The facts are based upon the evidence submitted up to and including the hearing and do not constitute final factual determinations.

Plaintiffs are principals of Stonewall of Woodstock Corp. (" Stonewall" ), a corporation which runs Bentleys, a restaurant in Woodstock. Stonewall leases space in the French-Cabot building located on Elm Street. The French-Cabot building is owned by Oliver Block, a Vermont company whose sole member and owner is Dr. Richard Coburn of New York City. Dr. Coburn is the principal in entities which own two other properties in the Woodstock area. These include a building in Quechee not relevant here as well as the Morgan Block building which is located two doors away from the French-Cabot building.

From the beginning of their tenancy approximately two years ago, plaintiffs expressed interest in purchasing the French-Cabot building, but Dr. Coburn had never been willing to sell it. On April 1, 2015, Dr. Coburn sent a fax to Mr. Ruggieri-Lam, commenting on the cover page: " Promised Purchase Proposal" and " No April Fool." (Doc. 1-1 at 1.) The fax appears as an exhibit to plaintiffs' complaint. Aside from the cover page, it is a one-page document titled " French Cabot" which includes

Page 403

purchase price and terms; the building's monthly rental income; and the annual taxes and insurance costs. ( Id. at 2.)

On the same date, Dr. Coburn sent similar solicitations to other potential purchasers whom he believed might be interested in purchasing the property. Other fax recipients were also invited to purchase Dr. Coburn's other Woodstock properties. These took the same form of a sheet of proposed terms of sale and information about the properties. Dr. Coburn did not tell plaintiffs until June 2015 that he was offering the French-Cabot building to other buyers.

The fax from Dr. Coburn to plaintiffs prompted phone and email negotiations between the parties. During the month of April 2015, plaintiffs investigated the cost of repairing the French-Cabot building. On May 11, 2015, Mr. Ruggieri-Lam sent an email to Richard Sbeglia, Dr. Coburn's assistant, in which he wrote: " Maria and I plan on having a counter to doctor Coburn by this week's end. . . . We are making a determination if an offer on Morgan is feasible and/or desirable to us overall in any event." (Doc. 7-5.) On May 14, Mr. Sbeglia sent Mr. Ruggieri-Lam an email with the subject: " Will we get a proposal from you this week?" (Doc. 7-6 at 1.) Mr. Ruggieri-Lam responded three minutes later: " Yes, I am hoping to get it to you tomorrow." ( Id. ) In late May in a telephone call with Dr. Coburn, plaintiffs offered to buy the French-Cabot building for $1,425,000 with seller financing and $25,000 down.

In response to plaintiffs' offer, Dr. Coburn asked his Vermont attorney Frank Urso to prepare a purchase and sale agreement. The plaintiffs reviewed the first draft they received from Mr. Urso and requested a few revisions.

On June 2, 2015 Mr. Urso sent plaintiffs an unsigned purchase and sale agreement as an email attachment. In the email which accompanied the agreement, Mr. Urso wrote:

Attached you will find:
1. A revised Agreement with changes shown; and
2. A revised Agreement (clean copy) for execution along with Exhibit A
Please execute and get copies back to me while mailing me the deposit check. Frank.

The Agreement listed the parties as seller and purchaser and set forth a purchase price of $1,425,000 for the French-Cabot building; a $25,000 deposit to be paid " [u]pon the execution and delivery of the Agreement" ; and mortgage financing terms. ( Id. at 1.) The Agreement contained signature blocks for the parties on the last page, and was unsigned.

Plaintiffs signed the Agreement on June 2, 2015 and returned it to Mr. Urso, along with a $25,000 deposit check. ( Id. at 6; Doc. 1-4.) On June 3, 2015, Mr. Urso emailed Mr. Ruggieri-Lam: " I have received the signed agreement and the deposit check for $25000." (Doc. 1-5.) Mr. Urso deposited plaintiffs' check in his law firm's trust account. Neither Dr. Coburn nor anyone acting as his agent or representative ever signed the Agreement on behalf of Oliver Block.

Plaintiffs requested on multiple occasions via email that Dr. Coburn sign the Agreement and that a copy of the Agreement, signed by both parties, be circulated. (Doc. 7-12 at 1; doc. 7-13; doc. 7-14 at 1-3.) Mr. Ruggieri-Lam testified that he did so not because he believed Dr. Coburn's signature was legally necessary, but because he knew it would make the ...

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