Panel weighs competing readings of a buyback option and whether emails modified the contract in Cyr v. Smith

A three-justice panel heard competing legal theories in a land-court appeal where plaintiffs say a written option in a sale agreement gave them a timely right to repurchase property, while the seller says a subsequent email exchange modified the option and that equitable defenses bar specific performance.

Stephen Griffin, counsel for the appellants (Joyce Hlupka and Pamela Cyr), told the panel the written agreement gave his clients an enforceable option to repurchase when the seller notified them she had “decided to sell,” and that the seller’s July 19 communication triggered that clause. Griffin said his clients exercised the option within days and were ready to perform but the appellee refused to convey title.

Appellee counsel Steven Schauer said the trial judge correctly treated the July exchange as a binding modification (or an enforceable pair of emails) that altered the parties’ obligations. Schauer argued judges must consider equitable conduct before ordering specific performance, and he emphasized that the parties drafted a one-sided option and later negotiated an exclusionary arrangement that the trial judge found the seller accepted.

The justices focused on the contract-law consequences of unilateral (option) versus bilateral contracts, the meaning of the phrase “decide to sell,” and whether the July emails contained sufficient consideration and mutual assent to modify the original option. Justice Chauncey Wood and the panel pressed whether the seller’s act of listing the property or hiring a broker constituted a definitive “decision to sell” under the narrow construction appellate courts apply to option contracts.

Counsel and the judge’s decision diverged on whether the July exchange satisfied the statute of frauds and on whether equitable considerations should bar enforcement. The panel said it would take the case under advisement.