ADELSPERGE v. LLC RV (2025)

Barnett Resorts, LLC (defendant) has petitioned for reconsideration of our decision in Adelsperger v. Elkside Development LLC, 373 Or. 621, 568 P.3d 908 (2025), raising prudential, jurisprudential, legal, and factual challenges to the decision. We allow reconsideration for the limited purpose of addressing several of the factual challenges raised by defendant.

First, defendant correctly objects to our use of the term “market price.” Accordingly, we modify our statement at 373 Or. at 624, 568 P.3d 908 by deleting our reference to that term as noted in the following text in boldface and strikethrough:

“Defendant Elkside Development LLC (Elkside), owner and operator of the campground, advertised and sold it to defendant Barnett Resorts, LLC (defendant), at the below-market price of for $1.995 million, with full disclosure of the existence and terms of plaintiffs’ membership contracts and a desire that those contracts be honored.”

Second, defendant objects to two related statements concerning the appraised value: (1) “The $2.8 million appraised value was based solely on the RV Park real property, personal property (furniture, fixtures and equipment), and surplus land value.” Adelsperger, 373 Or. at 628, 568 P.3d 908. And (2) “[t]hat value was based solely on the RV Park real property, personal property (furniture, fixtures and equipment), and surplus land value.” Id. at 661, 568 P.3d 908 n 27. In its petition, defendant correctly points out that those statements are incorrect because the “appraisal was also based on the value of the property as a ‘going concern[.]’ ”

Accordingly, we replace the first statement at 373 Or. at 628, 568 P.3d 908 with the following text in boldface:

“Before the sale was finalized, defendant was aware that the list price was significantly less than the property's appraised value of $2.8 million. In a cover letter to the appraisal, the appraiser explained that ‘the “as is” market value of the subject's fee simple interest as of March 2, 2017, as a “going concern” is estimated to be $2,800,000’ and that that value estimate included ‘land, improvements, and personal property.’ ”

We also replace the second statement at 373 Or. at 661 n 27, 568 P.3d 908 with the following text in boldface:

“As noted above, the appraiser's cover letter indicated that the value included ‘land, improvements, and personal property.’ ”

Finally, defendant notes that it did not “deny the existence of the membership contracts and immediately experience an appreciation in the value of the property at the expense of the elderly plaintiffs.” Adelsperger, 373 Or. at 661, 568 P.3d 908. Defendant argues that, “given [our] conclusion that the membership contracts in fact created equitable servitudes that ran with the land, the property never appreciated in value.” (Emphasis in original.) For clarity, we replace our statement at 373 Or. at 661, 568 P.3d 908 as noted in the following text in boldface:

“And finally, as noted above, defendant purchased the property for less than its appraised value—a purchase price that reflected Elkside's assessment that the membership contracts ‘went with the park’—only to turn around and refuse to honor the membership contracts at the expense of the elderly plaintiffs.27”

The petition for reconsideration is allowed. The former opinion is modified and adhered to as modified.

MASIH, J.