Contract Breach

MEMORANDUM

TO: Senior Partner

FROM: Wambui Napper, Paralegal

DATE: June 6, 2014

RE: Angela Woodside and Doyle Contractors, Inc.-Contract Breach

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FACTS: Angela Woodside decided to sell some property in Ohio (10 acres) that she inherited to Doyle Contractors, Inc. in the amount of five hundred thousand dollars ($500,000). Angela Woodside and Doyle Contractors entered into a contract on June 1, 2007 for the property. Ms. Woodside offered owner financing to Doyle Contractors and (Woodside) accepted $100,000 as a down payment with the terms to agree to receive the remaining balance of $400,000 in monthly payments over ten (10) years. Six months after the agreement, December 2, the Ohio Board of Agriculture assumed a large part of the property for agricultural use (“Agricultural Preservation Area”) banning any kind of commercial development over a five (5) year period; and would become effective April 1, 2008. Since the Agricultural Preservation Area included the land that Woodside sold to Doyle Contractors, they (Doyle Contractors) decided to stop making the payments on the land. It was stated by Doyle Contractors “that it intended to stop making its monthly payments for the land after April 1, 2008 due to the board’s decision to re-zone the land as agricultural use only”. A letter was sent to Angela Woodside from Doyle Contractors on December 15, 2007 regarding the decision to rescind the contract.

ISSUE: Woodside raises the following issues: (1) whether Doyle Contractors has breached its contract with Woodside; (2) whether Ms. Woodside has to wait to sue after April 1, 2008; (3) whether Ms. Woodside have any remedies after breach; (4) whether Doyle Contractors have any defenses in the event Woodside decides to sue; (5) whether Ms. Woodside can take an offer from another party to take over the payments and if it needs to be in writing or require prior approval from Doyle Contractors.

RULE:...