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July 19, 1993


Appeal from the Superior Court of the District of Columbia; (Hon. Gladys Kessler, Trial Judge)

Before Steadman and Farrell, Associate Judges, and Newman, Senior Judge.

The opinion of the court was delivered by: Steadman

STEADMAN, Associate Judge: Appellant Pagan ("seller") appeals from a judgment after a bench trial in favor of appellee Murray ("purchaser"), awarding purchaser damages for breach of a contract for the sale of single-family residential real property. The principal dispute here *fn1 is over the interpretation and reconciliation of two parts of the contract: *fn2 one, a provision calling for settlement within forty five days "or as soon thereafter" as certain title and loan matters could be resolved; the other, a provision requiring that the statutory rights of existing tenants in the District of Columbia to purchase the property, see D.C. Code § 45-1631 to -1638 (1990), be fully respected and complied with. *fn3 The dispute here arose when seller informed purchaser upon the expiration of the forty-five day settlement period that "your contract is considered void" because of the failure to settle within that time. At that time, the issue whether the tenants would definitively exercise their right to purchase was unresolved. *fn4

Whether viewed as a question of law or fact, we find no grounds for reversing the decision of the trial court that appellant/seller breached his contract of sale with appellee. See Dodak v. CF 16 Corp., 537 A.2d 1086, 1092 (D.C. 1988) (interpretation of ambiguous contract is an issue for finder of fact); Lee Washington, Inc. v. Washington Motor Truck Transp. Employees Health & Welfare Trust, 310 A.2d 604, 606 (D.C. 1973) (factual findings are not to be disturbed unless plainly wrong or without support in the record); Howard Univ. v. Best, 484 A.2d 958, 966-67 & n.1 (D.C. 1984) (interpretation of unambiguous contract is an issue of law). The time limit for settlement provided in the contract is, by its own terms, not absolutely fixed at forty-five days, but instead reflects some flexibility for extension. Indeed, the contract lacks any clause stating that time is of the essence in its provisions. Further, the contract contains a clear recognition of the statutory rights of the tenants to which it is subject. The period for the resolution of such rights plainly could extend beyond forty-five days. See note 3, (supra) . Given these and other facts and circumstances of the controversy at issue, the trial court could reasonably find that the forty-five day settlement provision must be read in conjunction with and as modified by the provision on tenants' rights so as to allow the requisite time for the resolution of those rights. It follows that the trial court could reasonably find that the seller had breached the contract in declaring it void upon the expiration of the forty five day settlement period. See 1010 Potomac Assocs. v. Grocery Mfrs., 485 A.2d 199, 205 (D.C. 1984) (contract must be "interpreted as a whole, giving a reasonable, lawful and effective meaning to all its terms").

We find unpersuasive seller's argument that the entire contract was predicated, as a condition precedent to any liability of the seller, upon the tenants' waiving their statutory rights within the forty five day settlement period. No such construction of the contract is compelled by or even the natural reading of its language, considered as a whole. *fn5 See JOHN D. CALAMARI & JOSEPH M. PERILLO, THE LAW OF CONTRACTS § 11-8, at 393 (1977) (constructional preference against express conditions). Brier v. Orenberg, 90 A.2d 832, 833 (D.C. 1952), relied upon by seller, is quite a different case. There, the contract spoke specifically of "contingencies" and the intent to set a binding time limit for settlement was made clear by the use of the words "not later than."

Likewise, we see no basis for seller's contention that the tenants' mere tender of an offer to purchase had, without more, the effect of terminating the contract with purchaser. The question of whether the tenants would in fact finally exercise their full rights under the statute by entering into a binding contract for purchase of the property on terms satisfactory to seller was still in question, as was the ultimate question whether actual consummation of such a contract by a transfer of the property would occur. Cf. Columbia Plaza Tenants Ass'n v. Antonelli, 462 A.2d 433 (D.C. 1983) (seller may seek reasonable contractual changes from tenant). *fn6

Accordingly, the judgment of the trial court is


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