Fairview Village Development Corp. v. Amberhill Properties

MEMORANDUM *

Plaintiffs Fairview Village Development Corporation, Fairview Village, LLC, Stone Park, LLC, and Holt & Haugh, Inc., appeal from the district court’s dismissal of their claims for rescission or termination of the “Restructuring Agreement” that obligated Plaintiffs to purchase four separate parcels of property from Defendants Amberhill Properties and Martin V. Over-street. Plaintiffs also appeal from the district court’s grant of specific performance in favor of Defendants, and the alternative remedy of equitable subordination of Plaintiffs’ interest in two promissory notes secured by trust deeds to Defendants’ ownership interest in the property involved in the transaction. As the parties are familiar with the facts, procedural history, and arguments, we will not recount them here. We affirm.

The district court did not err in concluding that Plaintiffs’ termination and rescission claims were barred by equitable estoppel. “[E]stoppel is available to a par *89 ty to a contract that was led to rely upon a perceived waiver of a contract provision.” Bennett v. Farmers Ins. Co. of Oregon, 332 Or. 138 , 26 P.3d 785, 798 (2001). The party asserting estoppel must show that it…