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DEVELOPMENTS IN VERMONT LAW
(by Kimberly B. Cheney - July 16, 2008)
Costa�s decided to sell their farm. They hired a realtor who arranged a purchase contract with Fields, from Connecticut, who wanted to use it as a farm. Costa�s had previously sold development rights, to 296 acres of their 306 acre farm to the Vermont Land Trust Inc. In addition to getting the development rights, The Land Trust also acquired a right to buy the land at a price offered by anyone else � a right of first refusal ROFR. The Land Trust exercised its ROFR, and transferred the land to Quesnel, a neighboring Vermont Farmer. Fields sued Costa, the Land Trust, Quesnel, and Realtor claiming they all acted maliciously to interfere with their contract with Costa to buy the farm. They also claimed Costa breached their sales contract. Fields knew about the Land Trusts� ROFR, but the purchase contract didn�t mention it. So, they argued, it wasn�t part of the deal. And anyhow, the ROFR was only for the 296 acres not the entire farm; so the ROFR didn�t apply and Costas could sell to them. Worse, the Land Trust was guilty of age discrimination because it sold to Quesnel because it thought Fields were �too old to farm.� The Supreme Court didn�t buy it. Although the ROFR wasn�t in the purchase and sale agreement, Costa had disclosed it in the listing. The Court ruled it was part of the agreement by implication. The Court also ruled that if a ROFR applies to only a portion of the property being sold, even if Costa contracted to sell the entire farm as a �package deal,� the ROFR was still valid. The Court disposed of the age discrimination claim by ruling that Fields did not clearly contradict the Land Trust�s position that the �too old to farm� comment was a �stray remark in� the context of a motive to transfer the property to a large local farm owned by Quesnel. Quesnel would gain additional open land for farming which was a benefit to the Trust�s program of keeping Vermont green. Finally, the Court determined that terminating a sale because the Land Trust had a ROFR is not a breach of contract, and did not wrongfully interfere with Fields rights. This is an important case. It�s the first case giving strong legal protection to buyers of development rights. Fields v. Costa, Quesnel, Land Trust & Coldwell Banker 2008 VT 75. See www.CheneyColumn.com
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