Nayereh Sahrapour v. LesRon, LLC and Shaw Centre, LLC
119 A.3d 704
| D.C. | 2015Background
- Shaw Centre owned adjacent properties at 1230 and 1232 9th St. NW separated by a narrow alley; in May 2006 Shaw Centre contracted to sell 1230 (to Sahrapour) and in 2007 sold 1232 (to LesRon).
- The 2006 purchase agreement described 1230 by street address, an approximate area (~3,027 sq ft), and tax lot 878; the alley’s inclusion was unclear from those descriptors.
- An October 2006 deed prepared by buyer’s counsel used subdivision lot language (Lots 21 and 28) and a faulty tax-lot reference (877 and 878) and separately conveyed “alleys … belonging, or in anywise appertaining.”
- Shaw Centre later sold 1232 to LesRon; LesRon’s deed expressly included the alley. After recording, counsel amended Sahrapour’s deed to change tax-lot references and add “a portion of Lot 22” to include the alley.
- LesRon sued asserting title to the alley; trial court found the purchase agreement and the original deed unambiguous, barred extrinsic evidence, granted summary judgment for LesRon, vested title in LesRon, and declared the amended deed void. The D.C. Court of Appeals reversed in part and remanded.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the purchase agreement unambiguously included the alley | Sahrapour: the agreement’s descriptors (address, approx. 3,027 sq ft, tax lot reference) and extrinsic facts show the alley was included | Shaw Centre/LesRon: the written descriptors are definite and the deed governs; buyer bore risk of legal-description errors | Purchase agreement is ambiguous as to inclusion of the alley; extrinsic evidence is admissible; remanded for factfinding |
| Whether the purchase agreement merged into the deed (extinguishing contract rights) | Sahrapour: contract stated it "shall not be merged" into the deed, preserving contract rights | LesRon: deed is the final written expression and controls boundaries | Court: the contract’s anti-merger clause prevents merger; contract rights survive; ambiguity remains |
| Whether the October 2006 deed unambiguously conveyed the alley (title vs. easement) | Sahrapour: deed’s subdivision-lot language, square-foot estimate, and the conveyance of "alleys … appertaining" support that alley was conveyed | LesRon: deed’s lot descriptions and standard canons (specific descriptions, subdivision references) show deed is clear and did not convey alley in fee | Deed is ambiguous due to conflicting descriptors and the alley-language; extrinsic evidence must be considered; whether deed conveyed fee or easement left to trial court |
| Validity/effect of amended/corrected deed and whether it was a clerical correction | Sahrapour: amended deed merely corrected mistakes to reflect original intent; thus it validly conveyed the alley | LesRon: trial court found the amended deed void (Haas exceeded authority); opponents argued it altered the recorded instrument improperly | The appellate court did not decide validity of the amendment; remanded for resolution (trial court to address on remand) |
Key Cases Cited
- DSP Venture Grp., Inc. v. Allen, 830 A.2d 850 (D.C. 2003) (applies objective contract interpretation; written language governs unless ambiguous or affected by fraud/duress/mistake)
- Joyner v. Estate of Johnson, 36 A.3d 851 (D.C. 2012) (standard for ambiguity and review de novo)
- Dyer v. Bilaal, 983 A.2d 349 (D.C. 2009) (when ambiguous, admit extrinsic evidence to determine what reasonable parties would have meant)
- Haviland v. Dawson, 210 A.2d 551 (D.C. 1965) (doctrine of merger of purchase agreement into deed generally extinguishes contract rights unless anti-merger clause applies)
- Burka v. Crestview Corp., 321 A.2d 853 (D.C. 1974) (merger extinguishes prior contractual rights when deed completes sale)
- Abdelrhman v. Ackerman, 76 A.3d 883 (D.C. 2013) (discusses canons such as specific over general and when to consider extrinsic evidence)
- Annapolis Rds. Prop. Owners Ass’n v. Lindsay, 45 A.3d 749 (Md. Ct. Spec. App. 2012) (deed language conveying lot plus "alleys and ways belonging or appertaining" found ambiguous and considered with extrinsic evidence)