## Facts

- Timothy Munro owned property next to land planned for development into a residential retirement community in Sussex County, Delaware.
- The planned project required rezoning and extension of a county sewer line. Munro opposed the development because, absent an exemption, the county could later require Munro to abandon his septic system and connect to the expanded sewer system at his own cost.
- To address Munro’s opposition, the developer, Kenneth Woodring (through his development entity), entered into a written agreement with Munro in which Woodring promised to file paperwork seeking an exemption from any mandatory sewer connection for Munro’s lot.
- In the same agreement, Woodring promised that if the county nonetheless required Munro to connect to the sewer line, Woodring would pay Munro’s sewer hookup costs.
- Woodring did not take action to file the promised exemption paperwork.
- The parties later executed a second written agreement under which Woodring promised that, once construction of the subdivision began, Woodring would connect Munro’s property to the sewer line at Woodring’s expense.
- Woodring later encountered financial difficulty, sold the development rights to Beazer Home Corporation, and repudiated the second agreement with Munro.
- Beazer denied that it had any obligation to perform Woodring’s side agreements with Munro concerning sewer connection work or payment.
- At the time of the suit and decision, the county had not yet ordered Munro to connect his property to the sewer line, and Munro had not yet incurred actual hookup costs.

## Issues

1. Whether Woodring breached his contractual obligations to Munro by failing to pursue the exemption paperwork and by repudiating the later sewer-connection agreement.
2. Whether Beazer, as purchaser of the subdivision-development rights, became bound to Munro by Woodring’s sewer-related agreements (by express assumption, or because the obligation ran with the land).
3. Whether Munro could recover damages for anticipated sewer hookup costs when any mandatory hookup depended on a future county order that had not occurred.

## Decision

- The court determined that Munro had enforceable agreements with Woodring and that Woodring failed to perform as promised, supporting liability against Woodring for breach.
- The court ruled in Beazer’s favor on Munro’s attempt to impose Woodring’s obligations on Beazer, concluding Beazer was not bound where Munro did not show an express assumption by Beazer or another basis that would make the obligation attach to Beazer as successor.
- The court limited relief to avoid awarding speculative damages tied to a sewer connection that might never be required, because the county had not ordered Munro to connect and Munro had not incurred hookup expenses as of the decision.

## Legal Principles

- A valid contract may be formed where an adjacent landowner provides consideration (such as foregoing opposition to a development) in exchange for specific performance commitments by the developer.
- A party who promises to take specific steps (such as submitting exemption paperwork) may be liable for breach when it fails to perform those promised acts.
- A purchaser of development rights is not automatically liable for the seller’s separate agreements with third parties; liability generally requires express assumption or a recognized doctrine that binds successors (such as a covenant running with the land, if properly established).
- Courts generally do not award contract damages that depend on uncertain future events where the claimed loss has not accrued and cannot be measured with reasonable certainty at the time of judgment.

## Conclusion

Munro established contractual rights against Woodring arising from written sewer-related agreements made to resolve Munro’s opposition to the neighboring development, and Woodring’s nonperformance supported breach. But Beazer, as the later acquirer of the project’s development rights, was not held to Woodring’s side agreements absent proof that Beazer assumed them or that the obligations otherwise bound successors. Because the county had not ordered a sewer hookup and Munro had not yet incurred hookup costs, the court declined to award damages based on contingent future expenses and confined relief to non-speculative remedies.


Munro v. Beazer Home Corp., 2011 WL 2651910, 2011 Del. C.P. LEXIS 16 (2011)