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NOTICE: This opinion is subject to motions for rehearing under Rule 22 as well as formal revision before publication in the New Hampshire Reports. Readers are requested to notify the Reporter, Supreme Court of New Hampshire, One Noble Drive, Concord, New Hampshire 03301, of any editorial errors in order that corrections may be made before the opinion goes to press. Errors may be reported by E-mail at the following address: reporter@courts.state.nh.us. Opinions are available on the Internet by 9:00 a.m. on the morning of their release. The direct address of the court's home page is: http://www.courts.state.nh.us/supreme. THE SUPREME COURT OF NEW HAMPSHIRE ___________________________ Merrimack No. 2005-062 THOMAS BEHRENS & a. v. S.P. CONSTRUCTION COMPANY, INC. Argued: January 11, 2006 Opinion Issued: May 17, 2006 Gallagher, Callahan & Gartrell, P.A., of Concord (Jeanne P. Herrick on the brief and orally), for the petitioners. Danis Lewis Law Office, of Natick, Massachusetts (Robert M. Daniszewski on the memorandum of law and orally), for the respondent. DALIANIS, J. The petitioners, Thomas and Kerry Behrens, appeal an order of the Superior Court (McGuire, J.) denying their request for specific performance of a sales agreement they entered into with the respondent, S.P. Construction Company, Inc., as well as their request for contract damages. We affirm. The record supports the following facts. In late 2002, the petitioners sought to purchase property in Newport from the respondent, a real estate brokerage and sales company. The petitioners and the respondent signed a

sales agreement on January 31, 2003, and February 2, 2003, respectively. The selling price, as recorded in the signed sales agreement, was $315,000, and the petitioners paid a $5,000 deposit on February 7, 2003. The sales agreement contained a financing provision stating that the agreement was "contingent upon the [petitioners] obtaining financing" in the amount of $200,000 "or less." An addendum to this provision contains the following term: "Sellers to provide up to $200,000 in first mortgage financing at the rate of 7% interest for the first 7 years of the purchase . . . ." Prior to closing, a dispute arose regarding the financing provisions in the agreement, delaying the culmination of the sale. In August 2003, the petitioners filed a petition seeking specific performance of the sales agreement and damages. They claimed that the financing terms obligated the respondent to provide as much financing as they required, up to $200,000. The respondent, however, argued that the agreement obligated the petitioners to accept as much financing as the respondent could provide, up to $200,000. After a bench trial, the trial court found the sales agreement to be ambiguous, and, therefore, considered parol evidence. Noting that both parties' positions were reasonable, the trial court concluded that there was no meeting of the minds on an essential term of the sales agreement, and, as such, the contract was unenforceable. Accordingly, the trial court denied the petitioners' request for specific performance and damages. On appeal, the petitioners argue: (1) that the trial court erred in its application of contract law to the sales agreement; (2) that the trial court improperly applied a subjective standard in evaluating contract formation; (3) that the trial court erred by finding the sales agreement to be ambiguous and admitting parol evidence; and (4) that the trial court erred when it declined to order specific performance of the sales agreement. Because the sales agreement is a contract, we apply the general rules of contract interpretation in our review. See Sherman v. Graciano, 152 N.H. 119, 121 (2005). The interpretation of a contract, including whether a contract term is ambiguous, is ultimately a question of law for this court to decide. Id. Accordingly, we review a trial court's interpretation of a contract de novo. Id. Where, however, the terms of a contract are indeed ambiguous, and the fact finder has properly looked to extrinsic evidence to determine the intent of the parties, our standard of review is more deferential. Galloway v. Chicago-Soft, 142 N.H. 752, 756 (1998). We will sustain a trial court's findings and conclusions unless they are lacking in evidential support or tainted by error of law. Appeal of the State of N.H., 147 N.H. 426, 429 (2002).

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I. Application of Contract Law The petitioners first contend that the trial court improperly conflated contract formation principles with contract interpretation principles. Specifically, they argue that courts must first determine that a contract was formed between the parties before construing the contract's language, and that the trial court erred by interpreting the language of the contract to find that no contract was formed. The petitioners offer no authority supporting the position that principles of contract formation and interpretation must remain exclusive of each other in a court's analysis of a contract. Offer, acceptance, and consideration are essential to contract formation. Tsiatsios v. Tsiatsios, 140 N.H. 173, 178 (1995). There must be a meeting of the minds on all essential terms in order to form a valid contract. See Simonds v. City of Manchester, 141 N.H. 742, 746 (1997); see also 17A Am. Jur. 2d. Contracts

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