When a seller demands payment for development costs that a purchase and sale agreement does not require, the buyer may be entitled to specific performance, compelling the seller to close. The New Hampshire Supreme Court recently affirmed a Superior Court order granting exactly that relief, underscoring that a contract's silence on additional development costs may protect a buyer at closing.
Background
Seller planned to subdivide a New Hampshire property into five lots, one of which included a closed restaurant that Buyer was interested in purchasing. Following a December 2019 non-binding letter of intent at $575,000, the parties executed a purchase and sale agreement (the P&S) in February 2020, “effective upon subdivision and site plan approval.”
The P&S set specific amounts Buyer would pay for landscaping and engineering, required Seller to provide a septic design and bring a water line to the property, and did not obligate Buyer to bear any additional development expenses beyond the purchase price.
The P&S also contained an integration clause stating that the P&S contained the entire agreement of the parties regarding the purchase and sale of the property. In other words, the parties and the court were to look only to the P&S in enforcing the parties' agreement.
Seller obtained final subdivision approval in May 2021 and notified Buyer it owed approximately $81,000 as its pro rata share of costs for a common water line, lot drainage, and a new driveway. Buyer refused to pay.
In June 2021, Seller refused to close and declared he was no longer contractually obligated to convey the lot.
Superior Court
Buyer filed suit seeking specific performance and relief under the Consumer Protection Act (CPA), among other relief, and Seller asserted various counterclaims.
In rulings issued following both summary judgment and trial, the Superior Court concluded that the P&S was clear and unambiguous and did not require Buyer to pay any portion of the disputed $81,000 in development costs for the common water line, lot drainage, and new driveway. The court granted judgment to Buyer on its specific performance claim and rejected all of Seller's counterclaims.
Supreme Court
Seller appealed to the New Hampshire Supreme Court. The Supreme Court affirmed, upholding the Superior Court's rulings. Those rulings established that the P&S identified Buyer's payment obligations and did not require Buyer to pay the additional $81,000 in development costs. Seller therefore could not add that obligation after the fact and refuse to close when Buyer declined to pay those costs.
Key Takeaway
The practical lesson is simple: if parties to a contract intend to assess costs to one of them, the agreement must say so; otherwise, a seller of real estate who refuses to close over unstated costs risks an order compelling the sale. As law school professors like to say: "If you are going to write at all, write it all."
State Line Trailer Sales, LLC v. Randall L. Bennett, Trustee, No. 2025-0030 (non-precedential order) (Aug. 27, 2026). (Because the Court issued an "order" rather than an "opinion," the ruling has no precedential authority over other cases, but it may provide guidance on how New Hampshire courts may approach similar issues in the future.)
For assistance with real estate and civil litigation, please contact Alfano Law at (603) 856-8411 or by filling out our Contact Form. The firm offers free or low-cost initial consultations for most matters.