Representations of “Ready, Willing, and Able” Suffice to Enforce a Lease Purchase Option When the Seller Delays

1. Introduction

In Mahmoud Chatila v. Charles Smith, III & a. (N.H. Mar. 14, 2025), the Supreme Court of New Hampshire affirmed summary judgment ordering specific performance of an option to purchase contained in a commercial lease, and affirmed an award of restitution (a rent-offset measure) for the landlord’s delay after the tenant exercised the option. The plaintiff-tenant, Mahmoud Chatila, leased commercial property in Derry from defendant-landlord Charles Smith, III under a 2017 lease with a four-year term ending March 1, 2021 and an option allowing purchase “at any time during this term of the lease or immediately upon the termination of the lease.”

The dispute centered on whether the tenant effectively exercised the option and could compel conveyance, despite (i) not tendering the purchase price immediately, (ii) initially pursuing financing that required a purchase-and-sale agreement (P&S), and (iii) the landlord’s later claims that the tenant was not “ready, willing, and able” and was allegedly in lease default. The landlord also challenged the trial court’s view that he delayed the transaction to continue collecting rent and argued that the option language did not form a sufficiently definite contract for sale.

2. Summary of the Opinion

The Supreme Court affirmed. It held that the record supported the trial court’s conclusion that the lease and option created a valid contract for sale and that no genuine issue of material fact precluded summary judgment. The Court rejected the landlord’s defenses premised on tenant default and “ready, willing, and able” status, emphasizing two key points:

  • The lease’s default provision required notice and an opportunity to cure, and there was no evidence such notice was given or that the option was rescinded during the tenancy.
  • Where the seller/landlord engages in dilatory tactics, a buyer seeking to exercise an option and pursue specific performance need only represent that he is “ready, willing, and able” to purchase; repeated representations by counsel—including willingness to proceed with a cash purchase—were sufficient here.

The Court also upheld the equitable remedies: ordering conveyance at the contractually determined adjusted price and affirming restitution for rent paid after the tenant announced exercise of the option, based on the landlord’s extended delay.

3. Analysis

3.1. Precedents Cited

Szewczyk v. Continental Paving, 176 N.H. 148, 163 (2023)

The Court relied on Szewczyk v. Continental Paving for the governing de novo standard of review for summary judgment and the familiar framework: viewing the record and inferences in the light most favorable to the non-movant; affirming if no genuine dispute of material fact exists and the movant is entitled to judgment as a matter of law. It also quoted Szewczyk’s cautionary note about summary judgment while underscoring that its “most effective use is in breach of written contract or debt cases”—a characterization the Court found apt for an unambiguous written lease and option with a well-documented course of communications.

Lowell v. First Church of Christ, 101 N.H. 363, 366 (1958)

Lowell v. First Church of Christ supplied the core performance principle invoked by the Court: in this context, a party seeking to exercise a purchase option and obtain specific performance must “simply represent that he is ready, willing, and able to purchase the property.” The Court used Lowell to reject the landlord’s attempt to convert “ready, willing, and able” into a heightened evidentiary or tender requirement (e.g., immediate payment, unconditional financing proof, or satisfaction of contingencies) in the face of the landlord’s own non-cooperation.

Shallow Brook Assoc's v. Dube, 135 N.H. 40, 44 (1991)

The Court reinforced Lowell with Shallow Brook Assoc's v. Dube, which it described as rejecting a challenge to specific performance based on the plaintiff’s representation that it was ready, willing, and able to close. Together, Lowell and Shallow Brook functioned as a doctrinal answer to the landlord’s strategy of creating (or exploiting) transactional friction—here, the landlord’s prolonged failure to finalize a P&S—then faulting the buyer for not closing.

Livingston v. 18 Mile Point Drive, 158 N.H. 619, 626 (2009)

The Court cited Livingston v. 18 Mile Point Drive for the standard governing equitable remedies: the grant and shape of equitable relief lie within the trial court’s “sound discretion,” reviewed for “unsustainable exercise of discretion.” This precedent anchored the Court’s affirmance of both (i) specific performance and (ii) restitution as equitable components designed to approximate the position the parties would have occupied had the option been consummated in a reasonably timely manner.

3.2. Legal Reasoning

(a) No material factual dispute on alleged tenant default

The landlord argued the tenant was in material breach when exercising the option and at lease expiration. The Court treated this as legally non-dispositive because the lease’s “Default and Bankruptcy” clause required notice and an opportunity to cure, and the record contained no evidence that such notice was provided before litigation. Critically, the Court emphasized that the purchase option was “never formally rescinded during the tenancy” based upon an alleged default. In effect, without contractually required default procedures, the landlord could not retroactively manufacture a default to defeat the option.

(b) “Ready, willing, and able” satisfied by representations—especially where the seller delays

The landlord’s primary defense was that the tenant did not “certify” readiness because financing was contingent on typical lender requirements (appraisal, environmental study, financials) and because the parties had not finalized a P&S. The Court rejected the premise: the tenant’s counsel repeatedly communicated readiness to proceed, including an express willingness to purchase “in cash” in July 2022.

The Court then tied doctrine to conduct: the landlord repeatedly failed to respond for long periods and did not cooperate in completing a P&S that would enable financing. Under those circumstances, requiring more than a representation of readiness would reward obstruction and allow the optionor to benefit from his own delay. Lowell and Shallow Brook provided the doctrinal basis for treating representation as sufficient.

(c) Contract definiteness and “meeting of the minds”

The landlord contended the option did not constitute a “valid contract for the sale of the Property” and implied the trial court added terms not in the agreement. The Supreme Court disagreed, affirming the trial court’s conclusion that the record “overwhelmingly” supported a valid lease and contract for sale. While the opinion does not parse every term of the option, the Court effectively treated the essential terms as ascertainable from the written lease: the property, the timing for exercise (during term or immediately upon termination), and the price formula ($350,000 less specified credits).

The need for a later P&S was viewed as implementation mechanics rather than a condition negating contract formation—particularly where the landlord’s lack of engagement prevented finalization.

(d) Propriety of specific performance and restitution

Applying Livingston’s discretionary standard, the Court affirmed the equitable decree because it delivered “precisely what they bargained for” had the transaction closed in a reasonably timely manner. The trial court had ordered conveyance within 30 days at the contractually derived adjusted price and granted restitution based on rent collected after the tenant’s timely notice of intent to exercise the option and the landlord’s extended delay. The Supreme Court declined to second-guess the trial court’s equitable calibration.

3.3. Impact

  • Option enforcement in the face of delay: The decision strengthens the practical enforceability of lease purchase options by confirming that repeated representations of readiness can suffice—especially where the seller’s non-cooperation prevents the buyer from completing customary transactional steps (like executing a P&S required by lenders).
  • Default defenses must comply with contract procedures: Landlords seeking to defeat an option by alleging tenant default should expect courts to scrutinize whether contractual notice-and-cure provisions were actually followed and whether the option was timely rescinded.
  • Restitution as an equitable complement: The affirmance signals that courts may pair specific performance with restitutionary relief to prevent an optionor from financially benefiting from obstruction after an option is exercised, particularly in commercial lease contexts where continued rent payments can be substantial.
  • Summary judgment viability in written-contract disputes: The Court’s reliance on the “uncontroverted record” and its Szewczyk framing underscores that summary judgment remains a potent mechanism for resolving option-and-specific-performance disputes when the documents and communications leave no genuine material factual dispute.

4. Complex Concepts Simplified

  • Specific performance: A court order requiring a party to do what the contract promised (here, convey the property), typically used when money damages are inadequate—often true for unique assets like real estate.
  • Option to purchase: A contractual right (not an obligation) allowing the tenant to buy the property on stated terms within a stated time window. Once properly exercised, it can ripen into an enforceable sale contract.
  • “Ready, willing, and able”: A buyer’s legal posture showing genuine ability and intent to close. In this opinion, the Court treated counsel’s repeated representations—particularly amid the seller’s delay—as meeting that requirement.
  • Restitution: An equitable remedy focused on preventing unjust enrichment (here, addressing rent received during a period the court found was prolonged by the landlord’s delay after the option was invoked).
  • Summary judgment / “genuine issue of material fact”: Summary judgment is granted when there is no real dispute over facts that matter to the legal outcome, allowing the court to decide the case as a matter of law without trial.
  • Unsustainable exercise of discretion: The appellate standard used for reviewing equitable remedies; the appellate court will not overturn the trial court unless the decision is unreasonable given the circumstances.

5. Conclusion

Mahmoud Chatila v. Charles Smith, III & a. reinforces that New Hampshire courts will enforce commercial lease purchase options through specific performance where the written agreement and record communications show a valid option, timely exercise, and seller-caused delay. The opinion’s central practical rule is that, under such circumstances, a buyer’s repeated representations of being “ready, willing, and able” can be enough; the seller cannot leverage his own dilatory conduct or unasserted default procedures to defeat the option. By affirming restitution alongside specific performance, the Court also signaled that equity may be used not only to compel conveyance but to neutralize financial gains derived from post-exercise delay.