Pinnacle Peak Developers v. Trw Investment Corp

631 P.2d 540 (1980)

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Nature of the Case

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Facts

Pinnacle Peak Developers (P), sold forty acres of land to appellant for a residential subdivision development. P also entered into a written option agreement with D, in which D was granted an option to purchase approximately 131 additional acres of land in three stages and on certain express terms and conditions. The first stage of the option was to expire June 15, 1977, and could be exercised by appellant 'if, and only if, [appellant] has installed the off-site improvements required by Section XXXIII of [the] Trust Agreement . . . on not less than fifty percent [of the forty-acre parcel].' Failure to exercise the first stage of the option was to terminate the balance of D's option rights. The off-site improvements included electrical and telephone lines, marking of boundaries of the lots, grading, roads, and a water distribution system. D did not complete the required off-site improvements until July 15, 1977, some thirty days after the deadline in the option agreement. D attempted to exercise the first stage of the option. Ps refused to allow it on the grounds that the option had expired without completion of the required improvements. D recorded the option agreement in the office of the Maricopa County Recorder. P then filed suit against D alleging slander of title and interference with business relations, and an action to quiet title to the property covered by the option. D answered and counterclaimed for specific performance of the option and damages for fraud in the inducement. D claimed that P had fraudulently induced it to forego the improvements and that D was induced by P to purchase based on P's oral promise that offsite improvements would be no obstacle to the exercise of the option so long as there was reasonable progress on the improvements. The court granted partial summary judgment to Ps by quieting title to the property covered by the option and awarding attorneys' fees of $19,595.25 for the quiet title claim. D appealed.