The New Hampshire Supreme Court ruled on April 2, 2026, in the case of J&C Properties, LLC v. Rayster Realty, LLC, affirming a lower court's decision that requires Rayster Realty to sell an apartment complex to J&C Properties. This ruling is significant for real estate transactions in New Hampshire, particularly regarding contract disputes and the enforcement of specific performance.
The dispute began when J&C Properties, the buyer, and Rayster Realty, the seller, entered into a purchase and sale agreement for a twelve-unit apartment complex in Manchester, New Hampshire. The agreement, signed in September 2021, set a closing date for November 30, 2021, with a price of $1.3 million. The buyer was required to secure financing by November 26, 2021, or risk defaulting on the agreement. However, complications arose when the buyer's financing was conditionally approved but delayed due to an appraisal.
After failing to meet the financing deadline, J&C Properties communicated with Rayster Realty, suggesting a possible extension. However, Rayster Realty did not sign any formal extensions and later attempted to terminate the agreement, claiming the buyer had defaulted. J&C Properties subsequently filed a lawsuit seeking specific performance of the contract, which led to a jury trial where the jury found in favor of the buyer.
The jury concluded that J&C Properties did not materially breach the purchase and sale agreement and that the parties had effectively agreed to extend the closing date beyond the original deadline. The trial court awarded specific performance, requiring Rayster Realty to proceed with the sale. The seller appealed the ruling, arguing that the court had erred in several respects, including the denial of its motion for partial summary judgment and the admission of certain oral communications as evidence.
In its ruling, the New Hampshire Supreme Court affirmed the lower court's decision. The court noted that there was a material factual dispute regarding whether Rayster Realty had waived the financing contingency by its conduct after the missed deadline. The court stated, "The financing contingency granted two options to the seller if the buyer failed to meet the November 26 deadline." The court emphasized that the seller's actions, including discussions about closing preparations, indicated that it was treating the financing contingency as waived.
Furthermore, the court addressed the seller's argument regarding the statute of frauds, which requires certain contracts to be in writing. The court held that the buyer's partial performance of the agreement justified the admission of evidence regarding oral communications between the parties. The court explained that the part performance doctrine allows for oral modifications to be enforceable if the buyer has acted in reliance on them.
Regarding the specific performance aspect, the court noted that it is a well-established principle in New Hampshire that specific performance is favored in real estate transactions because land is considered unique. The court rejected the seller's argument that specific performance should not apply because the buyer was an investor without a particular liking for the property. The court stated, "The presumption that specific performance will be ordered as a matter of course following the seller’s breach of a purchase agreement for real property is a foundational assumption in the real estate industry."
This ruling has important implications for future real estate transactions in New Hampshire. It reinforces the idea that parties to a purchase and sale agreement must adhere to the terms of their contracts and that oral modifications may be recognized under certain circumstances, especially when one party has acted in reliance on those modifications. It also highlights the court's commitment to upholding specific performance as a remedy in real estate disputes.
As for what’s next, the seller may consider appealing the ruling, but details were not available in the court filing regarding any plans for further legal action. The outcome of this case may influence similar disputes in the future, particularly in how courts view oral agreements and specific performance in real estate contracts.