2024 V.I. 22
Supreme Court of The Virgin Is...2024Background
- In 1989, Rosalina Marcano and her then-husband acquired nine plots of improved land on St. Croix, later solely owned by Marcano or her corporation after her divorce.
- Marcano and Francisco Agueda entered into a series of agreements (2009 oral, 2010 handwritten, 2011 signed contract) for Agueda to purchase the property for $850,000, requiring staged payments, with Agueda permitted to collect rents and make repairs prior to closing.
- Agueda made inconsistent payments and failed to pay the full purchase price; efforts to finalize the sale were impacted by Agueda’s inability to secure a loan and disputes over Marcano’s obligation to provide clear title to all plots.
- Marcano filed suit in 2014 for breach of contract and related claims; Agueda counterclaimed for Marcano’s alleged breaches. The Superior Court found for both parties on different claims and offset damages.
- Both parties appealed. The appeals were consolidated before the Supreme Court of the Virgin Islands.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Enforceability and Consideration of 2011 Contract | 2011 Agreement was supported by consideration and binds both parties. | No new consideration; terms unchanged from prior deals. | 2011 Agreement valid; additional obligations imposed; enforceable. |
| Breach of Contract by Marcano | Did not breach; no duty to clear all titles until written notice of final payment. | Marcano failed to provide clear title, impeding loan and closing. | Marcano did not breach; her duty was conditional on notice Agueda never gave. |
| Breach of Good Faith and Fair Dealing by Marcano | Acted accord to contract; only collected rent due when Agueda stopped paying. | Directly collected tenant rent, circumventing Agueda. | No actionable breach; no damages shown by Agueda. |
| Damages and Remedies | Entitled to full debt owed under 2011 agreement, including missed payments. | Entitled to offset and specific performance due to partial performance. | Marcano entitled to full, uncompensated debt; Agueda owes missed payments/fees. |
Key Cases Cited
- Plump v. Phillip, 66 VI 621 (VI 2017) (establishes fundamental elements for breach of contract claims)
- Cornelius v. Bank of Nova Scotia, 67 VI 806 (VI 2017) (mutual assent and consideration required for contract formation)
- Chapman v. Cornwall, 58 VI 431 (VI 2013) (implied duty of good faith and fair dealing in Virgin Islands contracts)
- United Corp. v. Tutu Park Ltd., 55 VI 702 (VI 2011) (standard for contractual ambiguity and interpretation)