H.A.T., LLC v. Greenleaf Apartmetns, LLC

MAINE SUPREME JUDICIAL COURT Reporter of Decisions
Decision: 2026 ME 20
Docket: BCD-25-18
Argued: September 10, 2025
Decided: February 26, 2026

Panel: STANFILL, C.J., and MEAD, CONNORS, LAWRENCE, DOUGLAS, and LIPEZ, JJ.

H.A.T., LLC

v.

GREENLEAF APARTMENTS, LLC, et al.

MEAD, J.

[¶1] H.A.T., LLC, appeals from a judgment entered in the Business and

Consumer Docket (Duddy, J.). H.A.T. argues that the court erred in concluding

that H.A.T. breached its contract with Greenleaf Apartments, LLC, that H.A.T.

was not entitled to insurance proceeds that Greenleaf obtained, and that

Greenleaf was not required to send H.A.T. a notice of a right to cure a default.

We affirm the judgment.

I. BACKGROUND

A. Facts

[¶2] The following facts are drawn from the procedural record and from

the trial court’s extensive findings of fact, which are supported by competent
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evidence in the record. See H&B Realty, LLC v. JJ Cars, LLC, 2021 ME 14, ¶ 2, 246

A.3d 1176.

[¶3] On January 1, 2008, H.A.T., which is controlled by David O’Donnell,

entered into a bond-for-deed agreement titled “Conditional Contract for Sale of

Land and Buildings” with Greenleaf, which is controlled by Richard Harris Jr.,

to pay one million dollars for three buildings in Portland containing fifteen

rental units. Both parties were represented by counsel. H.A.T. purchased the

property as a commercial investment that it managed as a business enterprise.

Neither O’Donnell nor H.A.T. ever occupied the property or used the property

as a dwelling.

[¶4] Under the terms of the contract, H.A.T. made a downpayment of

$40,000 and gave Greenleaf a promissory note for $970,032, to be paid in

monthly installments. The contract assigned H.A.T. all rights arising from any

insurance policy maintained by Greenleaf on the property. H.A.T. took

immediate possession of the property but would not acquire title to the

property until the note was fully paid. H.A.T. gave Greenleaf a mortgage on

three of its other properties to secure the note and further assigned to

Greenleaf all its rights to the proceeds of any fire or hazard insurance policy

covering the property. Immediately after closing, however, prompted by
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Greenleaf’s concerns with certain provisions of the contract and with the

mortgage securing the note, the parties executed a post-closing agreement to

further protect Greenleaf.

[¶5] On April 6, 2009, prompted by H.A.T.’s request that Greenleaf

subordinate to another lender its security interest in one of the properties

securing the note, the parties executed a memorandum of agreement that is

central to this appeal. Pursuant to the memorandum of agreement, H.A.T.

executed an undated agreement to terminate the contract, which provided that

the agreement

shall be held in escrow by Murray, Plumb & Murray [(MPM)
(Greenleaf’s counsel)] and may be released by [MPM] for recording
upon the happening of any “event of default,” including . . . the
failure to timely make any payment under [the] Promissory Note
. . . . No notice need be given by Greenleaf to [H.A.T.] prior to
release of the Agreement for recording in the event of any default
in making timely payments . . . .

[¶6] Following the execution of the termination agreement, three

separate casualty events affecting the buildings—a roof leak, a pipe freeze

leading to water damage apparently resulting from a failure to adequately heat

the property, and a kitchen fire—necessitated that Greenleaf lend large

amounts of money to H.A.T. to fund repairs, substantially increasing H.A.T.’s
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debt to Greenleaf.1 The loans led to H.A.T. signing two more promissory notes,

one for $25,000 and another for $155,302. Some, but not all, of the losses were

covered by Greenleaf’s insurance; H.A.T. was not aware that Greenleaf received

$80,964 from its insurance carrier.

[¶7] H.A.T. was seriously delinquent under the contract and the larger

additional promissory note through November 2015 and beyond. On

November 9, 2015, Greenleaf’s counsel wrote to H.A.T.’s counsel requesting

that “all of the arrearages [be] cleaned up by year[’s] end,” or else the parties’

relationship would “have to [be] reconsider[ed].” In H.A.T.’s response, it

acknowledged the unpaid debt and admitted that “it is probably not possible

for H.A.T. or [O’Donnell] to meet the monthly $12-$13,000 in note obligations.”

H.A.T. raised the issue of the existence and amount of insurance coverage in

proposing a renegotiation of the debt repayment.

[¶8] In January 2016, Greenleaf advised H.A.T. that of the $153,965 owed

on the notes in 2015, $111,000 had been paid, resulting in a shortfall of just

under $43,000. The letter ended by stating that it “cannot be taken as any

waiver of a default; there are numerous continuing defaults outstanding at this

point which [Greenleaf] in no way waive[s].”

1 Greenleaf also lent H.A.T. $30,000 “to catch up on its utility bill.”
5

[¶9] In May 2016, Greenleaf proposed consolidating all of H.A.T.’s debts

into one loan, deducting the amount from the insurance reimbursement

received by Harris for the water damage. That loan would be for $899,779 as

of May 1, 2016, with seven percent interest after that. Greenleaf received no

response to this proposal.

[¶10] On August 26, 2016, MPM, having received evidence from

Greenleaf that H.A.T. was in default and had been in default for some time,

released from escrow the termination agreement, which Greenleaf then

recorded in the registry of deeds. Greenleaf advised H.A.T. that it would

consider a proposal for H.A.T. to sell the property to another buyer if H.A.T.

were able to make such a deal and allowed H.A.T. to continue operating the

property in some respects with the understanding that the property would be

sold. H.A.T. was unable to find a buyer for the property, and on October 19,

2016, Greenleaf formally ousted H.A.T. from the property.

B. Procedural History

[¶11] On December 23, 2019, H.A.T. filed a complaint against Greenleaf

and MPM, which, as later amended, alleged (1) a statutory right of redemption,

(2) a claim for deceptive practices or fraud, (3) a claim for promissory or

equitable estoppel, (4) a claim for breach of contract, (5) a claim for
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betterments, (6) a claim of unconscionability, and (7) a request for quantum

meruit or other equitable relief.2 Greenleaf counterclaimed for breach of

contract.

[¶12] After MPM moved to dismiss the complaint against it pursuant to

M.R. Civ. P. 12(b)(6), the case was transferred to the Business and Consumer

Docket. Following a hearing, the court granted the motion and dismissed all

claims against MPM.

[¶13] The court held a bench trial from April 8 to 11, 2024, on the

remaining claims against Greenleaf. The court subsequently entered judgment

for Greenleaf on all counts of H.A.T.’s complaint and on the counterclaim,

concluding that H.A.T. had payment defaults that entitled Greenleaf to

foreclose. H.A.T. moved for further findings of fact and conclusions of law

pursuant to M.R. Civ. P. 52(b). After a hearing, the court granted the motion in

part and made further findings of fact and conclusions of law. It denied H.A.T.’s

request to amend the judgment, however, because its additional findings of fact

and conclusions of law were unfavorable to H.A.T. and did not change the

outcome of the original judgment.

2H.A.T. also asserted a claim that a prospective purchaser of the property had breached his
contract to buy the property, as well as a claim of unfair trade practices. These claims were later
dismissed by agreement.
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[¶14] The court entered a final judgment on December 30, 2024,

awarding Greenleaf $8,281.77 in costs, $386,953.35 in attorney fees, and

post-judgment statutory interest. H.A.T. timely appealed. See M.R.

App. P. 2B(c)(2).

II. DISCUSSION

A. H.A.T. breached the contract with Greenleaf.

[¶15] H.A.T. contends that the court erred in finding that Greenleaf was

justified in recording the termination agreement because H.A.T. had breached

the contract. The court found that there was ample evidence of numerous

performance deficits by H.A.T. when it was in possession of the property and

that any one of them would justify Greenleaf’s election to proceed with

foreclosure.

[¶16] “Whether a breach of contract has occurred is a finding of fact

reviewed for clear error.” H&B Realty, LLC, 2021 ME 14, ¶ 10, 246 A.3d 1176

(quotation marks omitted).

1. H.A.T. was in default at the time the termination agreement
was filed due to missed payments.

[¶17] The contract and attached promissory note required H.A.T. to

make monthly payments to Greenleaf. The amount due each month was

recalculated throughout the relationship between H.A.T. and Greenleaf to
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account for H.A.T.’s delinquency and the considerable value of the loans

Greenleaf made to H.A.T. Greenleaf terminated the contract with H.A.T. and

took back possession of the property in August 2016. At that time, H.A.T. was

at least three months behind on payments to Greenleaf. Under paragraph

fourteen of the contract, H.A.T.’s failure to make any payment constituted a

default. The contract further provided that, in the event of an uncured default,

“[the] Agreement shall be terminated pursuant to any means authorized by law

and all of [H.A.T.’s] interest in the Property shall be terminated.” The

2009 memorandum of agreement creating the termination agreement

confirmed the terms of the original contract, stating that the agreement “may

be released by [MPM] for recording upon the happening of any ‘event of default,’

including . . . the failure to timely make any payment.” (Emphasis added).

[¶18] Concerning H.A.T.’s missed payments, H.A.T.’s second amended

complaint concedes that when Greenleaf recorded the termination agreement

on August 26, 2016, “[H.A.T.] had not remitted monthly payments due in June,

July and August, 2016.” O’Donnell’s emails and correspondence also reference

missed payments. H.A.T., through counsel, further acknowledged that it was
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“probably not be possible for H.A.T. or [O’Donnell] to meet the monthly

$12-$13,000 in note obligations.”3

[¶19] Accordingly, the trial court did not err because there is ample

evidence in the record to support its finding that H.A.T. breached the contract

by missing required payments, and Greenleaf was therefore permitted to

terminate the contract.

2. H.A.T. was not entitled to a credit for the insurance proceeds
that Greenleaf received.

[¶20] Both in the trial court and on appeal, H.A.T.’s chief rebuttal to its

clear default is that it was entitled to the insurance proceeds that Greenleaf

received after the burst-pipe incident, or to a set-off for the lost rent that

resulted from it.4 ”[W]hether there has been a breach of contract is a question

of fact. We will not set aside the factual findings of the trial court unless they

are clearly erroneous.” VanVoorhees v. Dodge, 679 A.2d 1077, 1080 (Me. 1996)

(citation omitted). H.A.T.’s rebuttal fails for several reasons.

3 In the summer of 2014, O’Donnell filed a petition for bankruptcy. The petition further
underscores H.A.T.’s inability to make the required payments and address the arrearages. Although
not relied on by Greenleaf or MPM, the filing of a petition for bankruptcy also constituted an
independent event of default under the contract.

4 H.A.T. offers additional arguments that we find unpersuasive, and we will not discuss them
further.
10

[¶21] First, on January 1, 2008, H.A.T. transferred to Greenleaf its rights

in any fire or hazard insurance policy covering the Property. The mortgage

securing the original promissory note provided: “As further security for

payment of the indebtedness and performance of [its] obligations . . . [H.A.T.]

hereby transfers, sets over and assigns to [Greenleaf] . . . [a]ll rights in or to the

proceeds of any fire and/or hazard insurance policy covering the [p]remises

and the improvements thereon.” Therefore, the record adequately supports the

trial court’s finding that Greenleaf had no obligation to include H.A.T. in its

negotiations with the insurance companies, to disburse insurance proceeds to

H.A.T., or to reimburse H.A.T. for rent lost because of the casualty events.

[¶22] Second, although paragraph eleven, titled “Insurance,” of the

bond-for-deed agreement provides that “[Greenleaf] hereby assigns to [H.A.T.]

all of [Greenleaf’s] rights arising from any insurance policy maintained by

[Greenleaf] on the [p]roperty, including all loss proceeds,” H.A.T. was not

entitled to the benefit of paragraph eleven of the contract because Greenleaf

had to step in to make the necessary repairs that H.A.T. could not afford. As a

result, assigning H.A.T. the rights under the insurance policy would provide

H.A.T. with an unjust windfall.5 This is particularly true given that the expenses

At trial, O’Donnell conceded that Greenleaf was entitled to the insurance proceeds because it
5

paid for the repairs.
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related to the burst pipe totaled $176,802.46 while the insurance proceeds

totaled only $80,964.

[¶23] Third, there is ample evidence in the record to support the trial

court’s finding that H.A.T. was not entitled to set off the amount of Greenleaf’s

insurance recovery against H.A.T.’s debt pursuant to paragraph seventeen of

the contract, because that provision (1) required that H.A.T. be “in good

standing under [the] [c]ontract” and H.A.T. was not, and (2) was only applicable

“[i]n the event that [Greenleaf] defaults in its obligations,” and Greenleaf was

never in default.

[¶24] Because there is competent record evidence to support the court’s

finding that H.A.T. was in default due to missed payments, and that H.A.T. was

not entitled to the insurance proceeds obtained by Greenleaf, we discern no

error in the court’s finding that H.A.T. breached the contract.

B. Notice was not due under 14 M.R.S. § 6203-F(2).

[¶25] When applicable, 14 M.R.S. § 6203-F(2) (2025) requires a seller to

give written notice of a thirty-day right to cure a default to a purchaser before

foreclosure of a bond-for-deed contract. H.A.T. asserts that the trial court erred

in concluding that the statute did not apply in this case, and that even if it did
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apply, the court erred in finding that H.A.T. waived the statute’s protections in

clear and unmistakable language.6

[¶26] We interpret this statute de novo. See Doe v. Burnham, 2025 ME

33, ¶ 12, 334 A.3d 675. “If the statute is unambiguous, we will base our

interpretation only on the statute’s plain language. If the statute is ambiguous,

we will consider other indicia of legislative intent, such as the statute’s purpose

or its legislative history.” Id. (citation omitted).

[¶27] The statutory notice provision contains a major limitation, namely

that it “applies only to contracts for the sale of residential real estate located in

this State, when the purchaser is in possession of the subject real estate. All

6 The trial court found that H.A.T. clearly and unmistakably waived the protections of section
6203-F. Although “[c]ourts normally will not infer from a general contractual provision that the
parties intended to waive a statutorily protected right,” such a waiver is effective when “the
undertaking is explicitly stated. More succinctly, the waiver must be clear and unmistakable.” Dow
v. Billing, 2020 ME 10, ¶ 17, 224 A.3d 244 (emphasis and quotation marks omitted).

Here, H.A.T.’s “explicitly stated” waiver could not be more “clear and unmistakable.” The contract
provides:

(e) Waiver. BY SIGNING HEREUNDER, PURCHASER WAIVES ANY RIGHT IT
MAY HAVE TO CONTINUE IN POSSESSION AFTER DEFAULT BY VIRTUE OF
TITLE 33 §482 AND/OR TITLE 14 §6203-F OF THE MAINE REVISED STATUTES
AND/OR ANY OTHER PROVISION OF LAW, AND SUBMITS, IN THE EVENT OF ITS
DEFAULT HEREUNDER, TO FORCIBLE ENTRY AND DETAINER AS SELLER’S SOLE
REMEDY FOR RECOVERING POSSESSION OF THE PROPERTY. Purchaser shall not
have any claim to equity or improvements on the Property.

Despite the parties’ apparent intention that they would not be bound by section 6203-F, the language
of the statute suggests that the notice provision applies to all contracts and may not be waived. See
14 M.R.S. § 6203-F. As a result, we address the argument as if there was no waiver.
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other transactions are governed by the terms of the contract and applicable

law.” 14 M.R.S. § 6203-F(2)(B) (emphasis added).

[¶28] H.A.T. asserts that the property at issue is residential, but the

contract between H.A.T. and Greenleaf, as stated in the promissory note signed

by O’Donnell, was for property purchased “only for business purposes, and not

for personal, family or household purposes.” The undated consent judgment

for forcible entry and detainer, signed by O’Donnell, along with the termination

agreement, refers to the property in question as a “commercial property.” This

language demonstrates that H.A.T. purchased and regarded the property as a

commercial investment, not as a dwelling in which to reside.

[¶29] We agree with the trial court’s conclusion that 14 M.R.S.

§ 6203-F(2)(B) does not necessarily apply merely because a property includes

residential rental units. This statutory provision was meant to protect

homeowners who obtain a mortgage on their residential property, not

businesses or individuals pursuing million-dollar commercial real estate

investments. This conclusion is supported by the Legislature’s history of

attempting to protect homeowners in real estate agreements and in the event

of a foreclosure. See P.L. 2023, ch. 290, § 1 (effective Oct. 25, 2023) (codified at

32 M.R.S. § 13177-B (2025)) (“An Act to Protect Homeowners from Unfair
14

Agreements to Exclusively List Residential Real Estate for Sale”); P.L. 2009,

ch. 402, §§ 10-14 (emergency, effective June 15, 2009) (codified and

subsequently amended at 14 M.R.S. § 6111(1), (1-A), (3-A), (3-B), (4-A) (2025))

(“An Act To Preserve Home Ownership and Stabilize the Economy by

Preventing Unnecessary Foreclosures”).

[¶30] Section 6203-F was clearly intended to protect homeowners of

residential property from foreclosure without the opportunity to cure the

default. Preventing the unnecessary loss of a mortgagor’s home is a significant

and legitimate public purpose. See Sinclair v. Sinclair, 654 A.2d 438, 440

(Me. 1995). This policy interest does not extend to protecting savvy

commercial real estate investors who own a property that happens to be used

for residential purposes.

[¶31] As a result, 14 M.R.S. § 6203-F(2)(B) did not require Greenleaf to

give H.A.T. written notice of its right to cure the default.

The entry is:

Judgment affirmed.
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James F. Cloutier, Esq. (orally), Cloutier, Conley & Duffett, P.A., Portland, for
appellant H.A.T., LLC

Kurt E. Olafsen, Esq., and Meredith C. Eilers, Esq. (orally), Olafsen & Eilers. LLC,
Portland, for appellee Greenleaf Apartments, LLC.

Russell B. Pierce, Jr., Esq. (orally), Norman, Hanson, & DeTroy, LLC., Portland,
for appellee Murray, Plumb & Murray, P.A.

Business and Consumer Docket docket number CV-2020-24
FOR CLERK REFERENCE ONLY