State Line Trailer Sales, LLC v. Randall L. Bennett, Trustee of the April-May Realty Trust

THE STATE OF NEW HAMPSHIRE

SUPREME COURT

In Case No. 2025-0030, State Line Trailer Sales, LLC v. Randall L. Bennett, Trustee of the April-May Realty Trust, the court on August 27, 2026, issued the following order:

The court has reviewed the written arguments and the record submitted on appeal, has considered the oral arguments of the parties, and has determined to resolve the case by way of this order. See Sup. Ct. R. 20(3). The defendant, Randall L. Bennett, Trustee of the April-May Realty Trust, appeals orders of the Superior Court (St. Hilaire, J.) granting summary judgment in favor of the plaintiff, State Line Trailer Sales, LLC (State Line), on State Line's claim for specific performance and Bennett's counterclaims.¹We affirm. The following facts are taken from the summary judgment record and the final merits order. Bennett listed for sale a 22.6-acre property in Hampstead that included a closed restaurant building. He intended to subdivide the property into five lots, one of which — Lot 15-3 — would consist of two acres and include the restaurant building.

In December 2019, the parties executed a non-binding letter of intent for State Line to purchase Lot 15-3 at a price of $575,000. Over the next few months, the parties negotiated Bennett's deliverables and the exact price State Line would pay at closing. These negotiations resulted in an agreement to increase the purchase price by approximately $7,000 to "cover certain development costs." In February 2020, the parties entered into a purchase and sale agreement for State Line to acquire Lot 15-3, effective upon subdivision and site plan approval. The purchase and sale agreement incorporated an addendum (collectively, the P&S) that included: (1) an integration clause; (2) Bennett's agreement to provide a septic design and bring a water line to the property; and (3) a statement of specific prices State Line would pay for landscaping and engineering. The P&S did not "obligate[] State Line to bear other, additional expenses beyond the purchase price" and was silent as to any additional development costs.

Bennett secured conditional subdivision approval in November 2020, followed by final approval in May 2021. After final subdivision approval, Bennett notified State Line that, in addition to the purchase price, it owed its pro rata share of the development costs in the approximate amount of $81,000.

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The development costs pertained to a common water line, lot drainage, and installation of a driveway. State Line refused to pay these disputed costs. In June 2021, Bennett refused to close on the sale of Lot 15-3 and declared that he no longer remained contractually obligated to convey Lot 15-3 to State Line. State Line filed this action seeking injunctive relief, specific performance, and monetary damages. State Line later amended its petition to seek monetary damages pursuant to New Hampshire's Consumer Protection Act (CPA), see RSA ch. 358-A (2022). Bennett asserted several counterclaims against State Line: breach of contract, breach of the covenant of good faith and fair dealing, intentional interference with contractual and economic relationships, unjust enrichment, negligent misrepresentation, intentional misrepresentation, and violation of the CPA.

In January 2022, State Line moved for summary judgment on its request for specific performance. The trial court found the language of the P&S to be

"clear and unambiguous" and that, "[i]n accordance with its plain terms, [State Line] was never required as part of the contract to pay the $81,000 as a [pro rata] share of development costs." The court granted summary judgment to State Line on its equitable claim and, later, on Bennett's counterclaims, leaving just State Line's CPA claim for trial.

In July 2024, the Trial Court (Kennedy, J.) held a bench trial on State Line's remaining CPA claim (CPA trial). During the trial, Bennett moved for a directed verdict, which the court denied, though after conclusion of trial, the court denied State Line any CPA relief. Also, in its final order, the trial court observed that at trial Bennett "implicitly sought reconsideration of the Court's summary judgment rulings as they relate to the Disputed Costs." The court determined that, "[e]ven if [it] was inclined to entertain such a request, the evidence presented at trial would not support reconsideration." Bennett appealed only the trial court's summary judgment orders. Bennett contends that the trial court erred by granting summary judgment to State Line on both its claim for specific performance and Bennett's counterclaims because the court failed to view the evidence in the light most favorable to Bennett and because material facts remained in dispute. We conclude, however, that Bennett has failed to demonstrate that the arguments he raises on appeal are entitled to appellate review because the trial court resolved those issues in the unappealed final order. Cf. Petition of K.S., 177 N.H. 79, 85 (2024), 2024 N.H. 62, ¶13 (observing, in declining to address moot issues, that "[a]n issue that has already been resolved is not entitled to judicial intervention").

Despite the trial court's orders on summary judgment, the trial court gave Bennett substantial latitude in the CPA trial to implicitly seek reconsideration of the issues that had been resolved on summary judgment.

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On appeal, Bennett does not raise any legal or factual issues from the summary judgment proceedings that the CPA trial did not resolve, nor does Bennett appeal any aspect of the final order.

To the contrary, as mentioned, the trial court made overlapping findings at the conclusion of the CPA trial that were consistent with the summary judgment orders. To the extent that Bennett raises factual issues that he contends the trial court either ignored or misapprehended at summary judgment, the CPA trial resolved those issues.

For example, in its summary judgment order on specific performance, the trial court declined to consider Bennett's parol evidence and found the language of the P&S to be clear and unambiguous. The court determined that the plain terms of the P&S did not require State Line to pay the disputed development costs. In the final order following the CPA trial, the court adopted the summary judgment finding and stated that the "P&S unambiguously provides that State Line will bear certain costs without suggesting that State Line will bear additional unspecified costs."

The trial court also made findings consistent with its summary judgment order on Bennett's counterclaims. For example, in the summary judgment order, the trial court found that State Line did not breach the P&S by refusing to pay the disputed costs and that neither the P&S nor Bennett's parol evidence supported his argument to the contrary. In the final order, the trial court again found that the P&S did not require State Line to bear the disputed costs.

At summary judgment, the trial court found that even if State Line agreed to bear its own development costs, the record did not establish that the disputed costs fell into that category. Similarly, in the final order, the trial court explicitly disagreed with Bennett's contention that the disputed costs constituted development costs and instead found, based on the evidence, that:

(1) State Line's use of Lot 15-3 did not necessitate the new driveway, and thus the driveway does not constitute a cost attributable to State Line; (2) because State Line's intended use of Lot 15-3 did not generate new drainage needs, the drainage costs properly constituted subdivision costs not chargeable to State Line; and (3) neither the letter of intent nor the P&S required State Line to bear costs associated with the water line. The trial court further concluded that "if tasked with resolving the parties' claims concerning the Disputed Costs based on the evidence presented at trial, the Court would find that State Line did not agree to pay and should not otherwise bear responsibility for any portion of those costs."

Finally, at oral argument, Bennett argued only that it remained unresolved which version of the P&S applied. The trial court resolved that issue, however, in its denial of Bennett's motion to reconsider following

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summary judgment on specific performance, in which the trial court concluded that the outcome would not change depending on which P&S applied. As these examples demonstrate, the court heard substantially the same evidence at the CPA trial as the parties presented at summary judgment. This situation, therefore, closely resembles the scenario in Jesurum v. WBTSCC Ltd. Partnership, 169 N.H. 469, 475 (2016), which concerned litigation over the existence of an easement. After reviewing the Jesurum record, we observed that "the distinction between the issues of the existence of the easement and the scope of the easement was blurred to the point that the court effectively allowed the defendants to re-litigate the issue of whether an easement existed at all." Jesurum, 169 N.H. at 475. We concluded that because the defendants re-litigated the existence of the easement at what amounted to a full bench trial on the merits, we would employ the more deferential standard governing appeals after bench trials, rather than the standard governing summary judgment appeals. Id. at 476.

The records from the summary judgment proceedings and the trial in this appeal similarly reflect the effective relitigation of the summary judgment issues at the bench trial. The trial court went so far as to observe that, although the only unresolved issue before it related to State Line's CPA claim, during the trial, Bennett "implicitly sought reconsideration of the Court's summary judgment rulings as they relate to the Disputed Costs." The court clarified that "[e]ven if the Court was inclined to entertain such a request, the evidence presented at trial would not support reconsideration."

Even if, therefore, we assume the existence of genuine issues of material fact that should have precluded summary judgment, the trial court, as finder of fact, effectively mooted Bennett's challenges to the summary judgment rulings by resolving those issues in the plaintiff's favor after considering the evidence introduced at trial. Bennett appealed only the summary judgment orders; he did not appeal the trial court's final order. Bennett's remaining appellate arguments all claim error at the summary judgment stage. As the trial court decided those issues after a full trial, and as Bennett does not appeal from the order following trial, our analysis ends here.

Affirmed.

DONOVAN, COUNTWAY, GOULD, and WILL, JJ., concurred;

MACDONALD, C.J., sat for oral argument but did not participate in the final vote.

Timothy A. Gudas, Clerk