Birch Broadcasting, Inc. v. Capitol Broadcasting Corp.
13 A.3d 224
| N.H. | 2010Background
- February 9, 2004 stock purchase agreement among Capitol, Concord, and Nassau Holdings; transfer of WHHK-FM license conditioned on FCC approval.
- July 16, 2004 first amendment extended term; automatic termination if closing not within five years from date hereof; seller keeps payments to termination date.
- September 30, 2004 second amendment; Nassau Holdings assigned rights to Nassau I; Nassau I later assigned rights to Birch Broadcasting.
- FCC ultimately approved transfer on June 19, 2009; closing still not effected as Capitol and Concord refused to close on July 1, 2009.
- Plaintiffs filed July 16, 2009 seeking specific performance; trial court found breach of contract and breach of the implied covenant of good faith and fair dealing; ordered specific performance.
- Appeal followed from trial court’s order directing specific performance; issues include contract interpretation, implied covenant, standing of Nassau I and Vox Radio, and whether to defer to FCC proceedings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Interpretation of the five-year termination clause. | Hereof refers to July 16, 2004 amendment. | Hereof refers to original Feb. 9, 2004 date. | Ambiguous; can reasonably refer to either; Court adopts July 16, 2004 meaning. |
| Whether defendants breached the implied covenant of good faith and fair dealing. | Defendants acted inconsistently with the contract’s purpose by refusing to close. | No breach beyond expiration; actions within implied limits. | Yes, breach found; conduct frustrated justified expectations. |
| Standing of Nassau I and Vox Radio to press claims. | Nassau I/Vox have rights under amended agreements. | Lack of standing due to assignments; rights attenuated. | Nassau I standing and Vox Radio standing supported by record. |
| Whether court should defer decision pending FCC proceedings. | Delaying would allow FCC determinations to affect rights. | Deferral appropriate to avoid conflicting outcomes. | No error in denying deferral. |
| RSA 491:15 findings and rulings requirement. | Trial court must provide detailed findings upon request. | Need not respond to every request. | Court provided sufficient findings and rulings for review. |
Key Cases Cited
- Behrens v. S.P. Constr. Co., 153 N.H. 498 (2006) (contract interpretation and ambiguity standards; de novo review)
- Ryan James Realty v. Villages at Chester Condo. Assoc., 153 N.H. 194 (2006) (interpretation of contract language; intend of parties)
- In the Matter of Taber-McCarthy & McCarthy, 160 N.H. 112 (2010) (ambiguity in contract terms; objective determination)
- White v. Ford Motor Co., 124 N.H. 452 (1984) (consider post-contract actions for intent)
- Auclair v. Bancroft, 121 N.H. 393 (1981) (extrinsic evidence and contract interpretation)
- Livingston v. 18 Mile Point Drive, 158 N.H. 619 (2009) (implied covenant categories and standard of review)
- Harrington v. Town of Warner, 152 N.H. 74 (2005) (requirements for RSA 491:15 findings in trial court)