## Facts

- Lawrence and Ruth Burgess (the grandparents) owned land that included a sugarhouse used in a maple sugaring operation.
- As the grandparents grew older, their grandsons, James and William Laporte (plaintiffs), began operating the sugarhouse.
- The grandparents later deeded the land to their adult children (defendants), despite family disagreement about future control of the property.
- The grandparents put in place documents intended to allow the Laportes to keep sugaring: a lease permitting the Laportes to continue the operation before any purchase, and an option to buy the land.
- Over the adult children’s objections, the grandparents granted the Laportes an option to purchase the land for $400,000.
- The adult children believed the property was worth more than $400,000.
- The option document stated it was granted for “$10 and other good and valuable consideration,” but there was no proof that the $10 was actually exchanged.
- The attorney who drafted the option testified that, in his experience handling closings, he had not seen parties physically exchange the nominal amount recited as consideration in documents of this type.
- The grandfather’s will stated it was his intent to provide the Laportes the benefits of both the lease and the option, reflecting the grandparents’ aim that the Laportes continue the sugaring operation after the grandparents’ deaths.
- After the grandparents died, the Laportes continued operating the sugarhouse, and William Laporte testified that he and his brother would not have continued working the property without the lease and the option.
- The adult children then sent the Laportes a letter purporting to withdraw the option.
- The Laportes sued to enforce the option; the adult children argued the option was unenforceable for lack of consideration because the $10 was never paid.

## Issues

1. Is a written option to purchase real property unenforceable for lack of consideration when it recites nominal consideration (such as $10) but there is no evidence the nominal amount was paid?
2. Can successors who took title from the option grantors withdraw the option after the grantors’ deaths based on alleged nonpayment of the nominal consideration?

## Decision

- The court enforced the Laportes’ option to purchase the property.
- The court rejected the argument that the option failed for lack of consideration merely because the record did not show the recited $10 was actually paid.
- The court treated the option and lease as parts of a single planned arrangement designed to let the Laportes continue the family sugaring operation and to give them a defined purchase right.
- The court held the adult children’s attempt to withdraw the option by letter was ineffective.

## Legal Principles

- A written option does not become unenforceable solely because the instrument recites nominal consideration and the nominal amount is not shown to have been exchanged.
- In assessing consideration for an option, a court may consider the transaction as a whole, including related agreements and the parties’ expressed intent, rather than treating the nominal recital as the only possible consideration.
- Where an option is granted in connection with a related lease and relied upon by the option holders in continuing performance, that reliance and performance support enforcing the option according to its terms.
- Successors who take title subject to an arrangement that includes a lease and an option cannot avoid the option simply by labeling it a revocable offer and attempting to withdraw it after the grantors’ deaths.

## Conclusion

In *Laporte v. Blum*, the Vermont Superior Court enforced a grandsons’ option to purchase family sugarhouse property for $400,000 even though the option recited nominal “$10” consideration that was not proven paid, because the option and related lease were part of an intended family arrangement supporting the grandsons’ continued sugaring operation and could not be withdrawn by the adult children who later held title.


Laporte v. Blum, 2015 WL 3935297 (2015)