Mohsen and Shamsi B. Sadeghzadeh v. William E. Jr. and Jo Ann Knode
17-0031
| W. Va. | Jan 8, 2018Background
- Buyers (Mohsen and Shamsi Sadeghzadeh) contracted to purchase several parcels and an exclusive easement/right-of-way; the contract included a 10-year option to buy “The Easement Property.”
- The easement was to be a 60' right-of-way located by the buyer’s engineer and could include parts of parcels 92, 91, 90, 89, 85.2, 87, or 88; later amendment removed parcels 91 and 92 from the Easement Property definition.
- Buyers’ engineer prepared and recorded a retracement plat locating the easement on Tax Map Parcel 90; at closing (Jan. 31, 2014) deed identified the Easement Parcel per that plat.
- Sellers aborted an earlier closing when they learned buyers’ counsel had not represented them and later filed for declaratory relief to determine which property the option covered, the purchase price, removal of any title cloud, and taxation of costs.
- Circuit court held the contract (as amended) unambiguous: the option applied only to the remainder (fee) of parcel 90 (after granting the easement), the sales price is the assessed value in the tax year of settlement (100% of assessed value), costs taxed to buyers, and removed the title cloud; sellers prevailed on appeal.
Issues
| Issue | Plaintiff's Argument (Knode/sellers) | Defendant's Argument (Sadeghzadeh/buyers) | Held |
|---|---|---|---|
| Whether the contract was ambiguous or required judicial construction | Contract and amendments are clear; apply plain terms to resolve dispute | Buyers said court relied on inapplicable federal law and improperly construed the contract | Court: Contract unambiguous; applied its clear terms, not construction; no error |
| Scope of the option to purchase easement property | Option limited to the remainder of the parcel designated as the Easement Property (parcel 90) | Buyers claimed option covered parcels 90, 89, 85.2, 87, and 88 | Court: Once buyers’ engineer designated Parcel 90 as the easement, only Parcel 90 remained subject to the option |
| Proper method to determine sales price under the option | Sellers: sales price is the assessed value in the tax year of settlement (per contract) | Buyers: statute requires pricing at 60% of assessed value (arguing different statutory effect) | Court: Contract controls; assessed value means the assessor’s figure—buyers’ statutory argument misreads WV Code and provides no authority to override contract |
| Taxation of costs and removal of title cloud | Sellers prevailed and sought costs and removal of recorded cloud (notary/recording issues) | Buyers argued sellers did not substantially prevail and sellers themselves created the cloud | Court: Buyers’ brief failed to develop these arguments or cite record/authority; issues not considered; costs taxed to buyers and cloud removed |
Key Cases Cited
- Cox v. Amick, 195 W.Va. 608, 466 S.E.2d 459 (1995) (standard of review for declaratory judgment is de novo)
- Orteza v. Monongalia Cty. Gen. Hosp., 173 W.Va. 461, 318 S.E.2d 40 (1984) (clear written instruments are not subject to judicial construction)
- Int’l Nickle Co. v. Commonwealth Gas Corp., 152 W.Va. 296, 163 S.E.2d 677 (1968) (same principle on instrument clarity and interpretation)
- Interstate Props., Inc. v. K-Mart Corp., 88 F.Supp.2d 609 (S.D.W. Va. 2000) (contract interpretation authority cited in lower court proceedings)
- State ex rel. Hatcher v. McBride, 221 W.Va. 760, 656 S.E.2d 789 (2007) (appellate briefs must develop arguments; skeletal assertions insufficient)
- State v. Jessie, 225 W.Va. 21, 689 S.E.2d 21 (2009) (issues not raised below generally not considered on appeal)
- Whitlow v. Bd. of Educ. of Kanawha Cty., 190 W.Va. 223, 438 S.E.2d 15 (1993) (same rule on preserving issues for appeal)