Constance L. Beane v. Village on Great Brook, LLC

Summary

The Maine Supreme Judicial Court vacated the Superior Court's Rule 12(b)(6) dismissal of a condominium unit owner's breach-of-contract count seeking specific performance of a February 13, 2023 settlement agreement obligating the developer to complete infrastructure work, pay $35,000, and convey a buildable lot. The trial court had held that the developer's missing the agreement's March 1, 2023 deadline for planning board approval—an express condition precedent—discharged the parties' obligations, relying on the 1929 at-law rule of Colbath. The Law Court held that whether the deadline was a material condition precedent (whether time was of the essence) is a question of fact, judged by the nature, circumstances, and purpose of the contract, and could not be resolved on the pleadings, particularly where approval timing was outside the parties' control and the board approved only twenty-seven days late. Judgment vacated and remanded.