45 Renwick St., LLC v. Lionbridge, LLC
Supreme Court of the State of New York, Appellate Division, First Department, June 21, 2018
Seller (Plaintiff) and Buyer (Defendant) entered into contract of sale containing a New Jersey choice of law provision, which provided for the sale of seller’s property. A few days prior to time of the essence closing date, buyer stated that it was refusing to close because certain laws would limit its ability to develop the property. After the closing date passed and seller elected to terminate the contract and retain the deposit, buyer claimed that seller had not been ready, willing and able to close because the property had an easement covenant that hadn’t been removed, so seller’s representation in the contract that there were no encumbrances was untrue. The easement was disclosed in the title report and was a “permitted exception” defined in the contract for sale. Plaintiff filed motion for summary judgment, which Supreme Court granted dismissing defendant’s counterclaims, and directed the escrow agent to disburse funds to plaintiff, awarded plaintiff attorneys’ fees and costs and denied defendants’ cross motion for summary judgment. This Court affirms.