Why a 1929 case did not control

The trial court's authority was Colbath, and the Law Court put it aside on a distinction that predates the modern rules:

“Colbath, however, is not controlling”

Colbath was an action at law; Beane sought specific performance, which is equitable, and “in equity a different rule prevails.” The court then applied its own 2008 decision Raisin Memorial Trust v. Casey, 2008 ME 63:

“whether time is of the essence in a contract is a matter of fact and cannot be determined simply by the presence or absence of these magic words in the contract.”

In practical terms the opinion updates the 1929 rule for the 1959 merger of law and equity under the Maine Rules of Civil Procedure — the kind of tidying that only surfaces when someone builds a defence on the older case.

The facts that made materiality triable

Three features of the record did the work, and they are worth noting because they are the pattern a court will look for:

• The deadline was “beyond the control of either party” — it depended on a municipal board's calendar, not on a party's performance
• The approval was late by 27 days, not by a season
• Correspondence suggested the developer's own counsel was willing to waive the deadline after the approval issued

That last point is the one that converts a clean contractual argument into a jury question. Post-deadline conduct is evidence about whether the date was ever material.

What it changes operationally

For associations still dealing with a developer: a short delay in an outside approval does not automatically release a developer from a conveyance or an infrastructure promise. An association told that a settlement is dead on a missed date has a live question to litigate, and dismissal on the pleadings is now harder to obtain.

For drafting: the corollary cuts the other way too. If a date is genuinely essential, a recital that time is of the essence is not enough by itself — Raisin Memorial Trust says the magic words do not settle it — but silence guarantees a fact fight. Tie the consequence to the date explicitly, and say what happens if the approval arrives late.

On conduct after the deadline: a party that keeps performing, keeps negotiating, or has counsel offer a waiver is building the other side's record. Where a deadline is intended to end the agreement, the party relying on it has to behave as though it did.

Where this fits in Maine's declarant litigation

This is the second substantial developer-versus-association ruling in a year, and it runs in the opposite direction from the first. In The Village at Ocean's End, 2025 ME 85, a declarant's properly reserved withdrawal right beat an association's claim outright. Here a developer's contractual escape hatch was held open to proof. The distinction is the instrument: reserved development rights are statutory creatures construed on their text, while a settlement agreement is a contract, and contracts get juries.

What to watch next

The case returns to the Superior Court for further proceedings on materiality and on specific performance. Whether Lot 26 is ultimately conveyed is undecided, and this article does not forecast it. Maine's single-tier appellate structure means any further appeal goes straight back to the Law Court.