Coldwell v. Moore
85 N.E.3d 262
Ohio Ct. App.2017Background
- David and Lisa Coldwell (buyers) operated a tree farm atop ~600 acres; defendants (the Moores) owned undivided 1/4 interests in four subsurface parcels (~237 acres) underlying parts of the farm.
- The Coldwells wanted to acquire the Moores’ mineral rights to improve prospects for a Forest Legacy Program (FLP) grant; parties negotiated a purchase agreement in 2010 for "MINERAL RIGHTS ONLY" for $8,000 with Moores retaining coal royalties.
- Purchase Agreement included a closing date: "Closing shall take place on or before November 7, 2010." Earnest money was cashed; a deed later revealed royalty reservation language and the Moores refused to sign unless deed language was changed.
- Coldwells sued for specific performance or damages; Moores counterclaimed alleging they owned oil and gas rights. Trial court previously declared Moores owned oil and gas; this Court (Coldwell I) reversed summary rescission and remanded unresolved issues (time of the essence, fraud, tender).
- On remand the trial court held time was of the essence (contract unenforceable) and that Coldwells failed to tender performance; Coldwells appealed. This appellate opinion reverses the trial court and remands to determine remedy.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether time was of the essence because the contract fixed a closing date | Coldwell: fixed date alone did not make time of the essence; parties continued negotiations after date | Moores: express closing date and link to FLP made time essential | Court: fixed date alone did not make time of the essence under these facts; trial court erred |
| Whether parties’ actions / circumstances (FLP deadline, urgency) made time of the essence | Coldwell: delay was minor and both parties remained willing to perform after date | Moores: parties acted with urgency tied to FLP; Coldwells imposed date to fit schedule | Court: facts do not show either party treated the date as essential; court erred in finding time of the essence |
| Whether Coldwells needed to tender performance before Moores’ deed delivery (condition precedent) | Coldwell: tender was futile after Moores refused to sign; no condition precedent in agreement | Moores: Coldwells failed to tender performance by closing date | Court: no condition precedent; tender was not required before Moores’ obligation to sign |
| Whether Moores could demand additional consideration or changes after missing closing | Coldwell: Moores waived the closing-date requirement by seeking changes and delaying | Moores: argued entitlement to insist on changes | Court: moot because court found time was not of the essence; remanded to determine remedy |
Key Cases Cited
- Brown v. Brown, 90 Ohio App.3d 781 (11th Dist. 1993) (general rule: time of performance is not of the essence unless made so)
- Lake Ridge Academy v. Carney, 66 Ohio St.3d 376 (Ohio 1993) (explains meaning of "time is of the essence" and enforcement of clear contract terms)
- Spalla v. Fransen, 188 Ohio App.3d 658 (Ohio App. 2010) (tender of performance not required where other party cannot or will not perform)
- Domigan v. Domigan, 46 Ohio App. 542 (Ohio appellate court) (discusses circumstances where time was treated as essence in real estate sale)
- Ritchie v. Cordray, 10 Ohio App.3d 213 (10th Dist. 1983) (tender not required when performance would be futile)