Operator of assisted living facility brought breach of lease action against Eastern Shore Community Services Board, a political subdivision of the Virginia Department of Behavioral Health and Developmental Services which had leased facility buildings and agreed to maintain them, alleging Board acted or failed to act with regard to the buildings , which had flooded.
After operator conveyed the property by general warranty deed to a third party, Board filed motion for summary judgment, alleging that deed had conveyed breach of lease claims. The Portsmouth Circuit Court granted the motion, and operator appealed.
The Supreme Court held that:
- Lease did not merge into warranty deed, and
- Breach of lease claim was a chose in action “owned” by operator that did not transfer simply by execution of warranty deed to third party.
Lease between operator of assisted living facility and Eastern Shore Community Services Board, which had leased facility buildings and agreed to maintain them, did not merge into warranty deed which operator conveyed to third-party; Board was neither grantor nor grantee, lease was not a collateral agreement made in connection with the sale, and lease terminated before the deed was executed.
Assisted living facility operator’s breach of contract claim against Eastern Shore Community Services Board, which had leased facility buildings and agreed to maintain them, was a chose in action “owned” by operator that did not transfer simply by execution of warranty deed to third party; while operator could have assigned its right to the breach of contract claim to the third party, the deed conveying the property was silent as to that claim.