Mohsen Sadeghzadeh and Shamsi B. Sadeghzadeh, Defendants Below, Petitioners
William E. Knode Jr. and Jo Ann Knode, Plaintiffs Below, Respondents
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.
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.
appeal arises from a declaratory judgment action to resolve
issues surrounding a contract of sale dated November 12,
2013. According to the contract, the sellers
were to sell and convey to the buyers five parcels of real
estate, as defined in the contract. 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)
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.
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.
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.
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 ...