Mohsen Sadeghzadeh and Shamsi B. Sadeghzadeh v. William E. Knode Jr. and Jo Ann Knode
No. 17-0031
Supreme Court of Appeals of West Virginia
January 8, 2018
SUPREME COURT OF APPEALS
Mohsen Sadeghzadeh and Shamsi B. Sadeghzadeh, Defendants Below, Petitioners vs) No. 17-0031 (Jefferson County CK-19-2015-C-159) William E. Knode Jr. and Jo Ann Knode, Plaintiffs Below, Respondents
FILED January 8, 2018 EDYTHE NASH GAISER, CLERK SUPREME COURT OF APPEALS OF WEST VIRGINIA
MEMORANDUM DECISION
Petitioners Mohsen Sadeghzadeh and Shamsi B. Sadeghzadeh (“buyers”), by counsel Paul G. Taylor, appeal the Circuit Court of Jefferson County’s October 27, 2016, order granting declaratory judgment in respondents’ favor regarding certain real property. Respondents William E. Knode Jr. and Jo Ann Knode (“sellers”), by counsel Michael L. Scales and F. Samuel Byrer, filed a response. On appeal, the buyers argue that the circuit court erred in (1) ruling in sellers’ favor based upon inapplicable federal law and rules of contract interpretation and construction; (2) declaring that parcel 90 was the sole easement property; (3) concluding that the purchase price for the property was to be 100 percent of the assessed value; (4) finding that sellers substantially prevailed below in assessing costs against them; and (5) removing cloud to sellers’ title.
This Court has considered the parties’ briefs and the record on appeal. The facts and legal arguments are adequately presented, and the decisional process would not be significantly aided by oral argument. Upon consideration of the standard of review, the briefs, and the record presented, this Court finds no substantial question of law and no prejudicial error. For these reasons, a memorandum decision affirming the circuit court’s order is appropriate under Rule 21 of the Rules of Appellate Procedure.
This appeal arises from a declaratory judgment action to resolve issues surrounding a contract of sale dated November 12, 2013.1 According to the contract, the sellers were to sell and convey to the buyers five parcels of real estate, as defined in the contract.2 Additionally, the sellers were to sell the buyers a right of way or easement defined, in relevant part, as follows:
(b) An exclusive easement which shall be a minimum of sixty feet (60’) wide but no wider than shall be reasonably required in the sole discretion of Buyer’s engineer, for ingress, egress and utilities, over, upon and under the realty of Seller, which is in the vicinity of The Property as described in sub-paragraph (a) and may include realty presently shown as part of Parcels 92, 91, 90, 89, 85.2, 87 or 88 on the sketch plat appended hereto and which shall be more-specifically referred to herein as The Easement Property. Such exclusive easement shall be in a location to be ascertained in the future as reasonably required in the sole discretion of either Buyer’s engineer or Buyer.
(c) an option to purchase, in fee simple, all or any part of The Easement Property, together with its improvements and appurtenances, under the following terms:
i. Such option interest shall be for duration of ten (10) years.
ii. Buyer shall provide Seller with a written notice of his election to purchase such property at least ninety (90) days, but not more than one hundred twenty (120) days, prior to the settlement date therefor.
iii. The sales price shall be the assessed value thereof as determined by the calendar tax year of settlement therefor.
iv. The other terms of this Contract, where not in conflict with this sub-paragraph, shall apply to this sub-paragraph and any settlement hereunder.
The contract was prepared by Randall R. Conrad II. According to the sellers, Mr. Conrad had previously represented them in several real estate transactions and they, thus, were under the assumption that Mr. Conrad represented both the sellers and the buyers in the transaction at issue. However, on January 29, 2014, the scheduled closing date, the sellers became aware that Mr. Conrad represented only the buyers with regard to the transaction. Additionally, Mr. Conrad informed the sellers that, pursuant to the contract, the buyers would have an option to later purchase the sellers’ remaining properties of parcels 92, 91, 90, 89, 85.2, 87, and 88. These issues caused the sellers to abort closing on that date.
Pursuant to an amendment made on January 31, 2014, the parties agreed to remove parcels 91 and 92 from the definition of “Easement Property.” Despite the aborted closing, the sellers indicate that the buyers, by Mr. Conrad,
recorded that certain Plat of Retracement Survey, Princess Street, Part Shepherdstown Corp. & Part Shepherdstown, Developer: Mohsen Sadeghzadeh, which appears of record in Plat Book 25, at page 421 in the Office of the Clerk of the County Commission of Jefferson County, West Virginia, which identified the Easement Property as being “60’ Proposed Right-of-Way” and located The Easement Property on Tax Map 8B, Parcel 90.
According to the sellers, they believed that the only option the buyers retained applied to The Easement Property and that once the buyers selected the parcel they desired, they would reserve the option to buy the residue of that parcel. However, the buyers appeared to believe that they retained an option to purchase parcels 89, 85.2, 87, and 88. Following closing, Mr. Conrad affixed his own notary acknowledgement at the end of the contract and recorded it in the Office of the Clerk of the County Commission of Jefferson County. According to the sellers, this clouded the titles of the remaining properties they owned in and around Shepherdstown, West Virginia.
In June of 2015, the sellers filed a civil action seeking declaratory judgment concerning issues that arose from the transaction. Specifically, the sellers sought a declaration as to what property or properties, if any, were included as part of the option provision of the contract. Further, the sellers sought to remove the cloud on the titles for parcels 89, 85.2, 87, and 88, and to make it clear that the option to purchase would only be for parcel 90, from which they had conveyed a right-of-way, but reserved the remaining fee. The sellers also sought to determine what price the buyers would pay for the parcel. Ultimately, the circuit court found no ambiguity in the contract, as amended, and agreed that the sellers were correct in understanding that the option only extended to the remaining fee under parcel 90, upon which the sellers had already granted by deed to the buyers a sixty-foot-wide easement or right of way. The circuit court also ordered that the purchase price would be 100 percent of the assessed value. Moreover, the circuit court ruled that, because the sellers were the prevailing parties, the costs were to be taxed against the buyers. It is from the circuit court’s October 27, 2016, order that the buyers appeal.
“A circuit court’s entry of a declaratory judgment is reviewed de novo.” Syl. Pt. 3, Cox v. Amick, 195 W.Va. 608, 466 S.E.2d 459 (1995). Upon our review, we find no error in the proceedings below.
First, we find no error in the circuit court’s resolution of the issues pertaining to the contract. On appeal, the buyers argue that, despite the circuit court’s finding that the contract and its amendments were not ambiguous, it nonetheless “went ahead and proceeded to construe and construct the contract” in accordance with a case, Interstate Properties, Inc. v. K-Mart Corp., 88 F.Supp.2d 609 (S.D. W.Va. 2000), which the buyers argue is inapplicable. We find, however, that this assignment of error mischaracterizes the actions the circuit court took below. The buyers are correct that the circuit court specifically found that the contract and its amendments were not ambiguous. However, the buyers are incorrect in asserting that the circuit court undertook a construction of the contract. On appeal, the buyers cite to multiple cases holding that clear written instruments are not subject to judicial construction or interpretation. See Syl. Pt. 2, Orteza v. Monongalia Cty. General Hosp., 173 W.Va. 461, 318 S.E.2d 40 (1984); Syl. Pt. 2, Int’l Nickle Co. v. Commonwealth Gas Corp., 152 W.Va. 296, 163 S.E.2d 677 (1968).
Next, the buyers argue that the circuit court erred in failing to recognize that they are entitled to purchase any or all of parcels 90, 89, 85.2, 87, or 88 under the contract’s option clause.3 We do not agree. As the circuit court found, the option to purchase the easement property applied solely to parcel 90 because that was the parcel upon which the buyers, by their engineer, designated their easement. The buyers do not challenge the fact that, by deed dated January 31, 2014, the sellers granted them an easement over parcel 90 after their engineer selected parcel 90 for the easement in a retracement survey dated January 28, 2014, and recorded in the Office of the Clerk of the County Commission of Jefferson County. As the circuit court found, “[o]nce the [buyers] and their engineer selected Tax Map Parcel 90 . . . [that parcel] became the sole Easement Property under the Contract and no other Tax Map parcels are subject to the option.” Simply put, the contract language is clear that, while the easement property may have extended over parcels 90, 89, 85.2, 87, or 88, the buyers were only entitled to purchase the remainder of parcel 90 after designating it as the easement property. For these reasons, we find no error in this regard.
Next, we find no error in the circuit court’s decision to impose a purchase price of 100 percent of the assessed value as determined by the assessor in the year the option was exercised. Relying on
Finally, the buyers assert that the circuit court erred in taxing costs against them because the sellers substantially prevailed in the action and in removing any cloud to the sellers’ title. The buyers present these assignments of error as a single argument and assert that the fact that sellers “have not substantially prevailed . . . and . . . have themselves imposed a ‘cloud’ on the subject real estate[], respectively, are self[-]evident from the discussion above.” We find that these arguments are not proper for appellate review. We have long held that “[a] skeletal ‘argument’, really nothing more than an assertion, does not preserve a claim . . . . Judges are not like pigs, hunting for truffles buried in briefs.” State ex rel. Hatcher v. McBride, 221 W.Va. 760, 766, 656 S.E.2d 789, 795 (2007). The buyers also fail to make a single citation to the record or pertinent authority to support their arguments. These failures are in direct contradiction of this Court’s Rules of Appellate Procedure and specific directions issued by administrative order.
Specifically, Rule 10(c)(7) of the West Virginia Rules of Appellate Procedure requires that
[t]the brief must contain an argument exhibiting clearly the points of fact and law presented, the standard of review applicable, and citing the authorities relied on . . . [and] must contain appropriate and specific citations to the record on appeal[.] The Court may disregard errors that are not adequately supported by specific references to the record on appeal.
(emphasis added). Additionally, in an Administrative Order entered December 10, 2012, Re: Filings That Do Not Comply With the Rules of Appellate Procedure, then-Chief Justice Menis E. Ketchum specifically noted in paragraph two that “[b]riefs that lack citation of authority [or] fail to structure an argument applying applicable law” are not in compliance with this Court’s rules. Further, “[b]riefs that set forth rambling assignments of error that are essentially statements of facts with a conclusion that the lower tribunal was ‘clearly wrong’” are not in compliance with this Court’s rules. Here, the buyers’ brief in regard to the final two assignments of error is inadequate because it fails to comply with the administrative order and the West Virginia Rules of Appellate Procedure. Accordingly, we will not consider these final arguments on appeal.
For the foregoing reasons, the circuit court’s October 27, 2016, order granting declaratory judgment for the sellers is hereby affirmed.
Affirmed.
ISSUED: January 8, 2018
Chief Justice Allen H. Loughry II
Justice Robin Jean Davis
Justice Margaret L. Workman
Justice Menis E. Ketchum
Justice Elizabeth D. Walker
