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Sadeghzadeh v. Knode

Supreme Court of West Virginia

January 8, 2018

Mohsen Sadeghzadeh and Shamsi B. Sadeghzadeh, Defendants Below, Petitioners
v.
William E. Knode Jr. and Jo Ann Knode, Plaintiffs Below, Respondents

         Jefferson County CK-19-2015-C-159

          MEMORANDUM DECISION

         Petitioners Mohsen Sadeghzadeh and Shamsi B. Sadeghzadeh ("buyers"), by counsel Paul G. Taylor, appeal the Circuit Court of Jefferson County's October 27, 2016, order granting declaratory judgment in respondents' favor regarding certain real property. Respondents William E. Knode Jr. and Jo Ann Knode ("sellers"), by counsel Michael L. Scales and F. Samuel Byrer, filed a response. On appeal, the buyers argue that the circuit court erred in (1) ruling in sellers' favor based upon inapplicable federal law and rules of contract interpretation and construction; (2) declaring that parcel 90 was the sole easement property; (3) concluding that the purchase price for the property was to be 100 percent of the assessed value; (4) finding that sellers substantially prevailed below in assessing costs against them; and (5) removing cloud to sellers' title.

         This Court has considered the parties' briefs and the record on appeal. The facts and legal arguments are adequately presented, and the decisional process would not be significantly aided by oral argument. Upon consideration of the standard of review, the briefs, and the record presented, this Court finds no substantial question of law and no prejudicial error. For these reasons, a memorandum decision affirming the circuit court's order is appropriate under Rule 21 of the Rules of Appellate Procedure.

         This appeal arises from a declaratory judgment action to resolve issues surrounding a contract of sale dated November 12, 2013.[1] According to the contract, the sellers were to sell and convey to the buyers five parcels of real estate, as defined in the contract.[2] Additionally, the sellers were to sell the buyers a right of way or easement defined, in relevant part, as follows:

(b)An exclusive easement which shall be a minimum of sixty feet (60') wide but no wider than shall be reasonably required in the sole discretion of Buyer's engineer, for ingress, egress and utilities, over, upon and under the realty of Seller, which is in the vicinity of The Property as described in sub-paragraph (a) and may include realty presently shown as part of Parcels 92, 91, 90, 89, 85.2, 87 or 88 on the sketch plat appended hereto and which shall be more-specifically referred to herein as The Easement Property. Such exclusive easement shall be in a location to be ascertained in the future as reasonably required in the sole discretion of either Buyer's engineer or Buyer.
(c) an option to purchase, in fee simple, all or any part of The Easement Property, together with its improvements and appurtenances, under the following terms:
i. Such option interest shall be for duration of ten (10) years.
ii. Buyer shall provide Seller with a written notice of his election to purchase such property at least ninety (90) days, but not more than one hundred twenty (120) days, prior to the settlement date therefor.
iii. The sales price shall be the assessed value thereof as determined by the calendar tax year of settlement therefor.
iv. The other terms of this Contract, where not in conflict with this sub-paragraph, shall apply to this sub-paragraph and any settlement hereunder.

         The contract was prepared by Randall R. Conrad II. According to the sellers, Mr. Conrad had previously represented them in several real estate transactions and they, thus, were under the assumption that Mr. Conrad represented both the sellers and the buyers in the transaction at issue. However, on January 29, 2014, the scheduled closing date, the sellers became aware that Mr. Conrad represented only the buyers with regard to the transaction. Additionally, Mr. Conrad informed the sellers that, pursuant to the contract, the buyers would have an option to later purchase the sellers' remaining properties of parcels 92, 91, 90, 89, 85.2, 87, and 88. These issues caused the sellers to abort closing on that date.

         Pursuant to an amendment made on January 31, 2014, the parties agreed to remove parcels 91 and 92 from the definition of "Easement Property." Despite the aborted closing, the sellers indicate that the buyers, by Mr. Conrad,

recorded that certain Plat of Retracement Survey, Princess Street, Part Shepherdstown Corp. & Part Shepherdstown, Developer: Mohsen Sadeghzadeh, which appears of record in Plat Book 25, at page 421 in the Office of the Clerk of the County Commission of Jefferson County, West Virginia, which identified the Easement Property as being "60' Proposed Right-of-Way" and located The Easement Property on Tax Map 8B, Parcel 90.

         The sellers further indicate that the plat was prepared by the buyers' engineer and, as verified by the sellers' real estate agent, was not provided to them at the eventual closing on January 31, 2014. However, on the deed delivered at closing, dated January 31, 2014, "The Easement Parcel" is identified as being a "'60' PROPOSED RIGHT-OF-WAY, ' as more fully shown and described on that certain Plat of Survey, dated January 28, 2014, drawn by Richard W. Klein, West ...


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