Claims For Specific Performance, Tortious Interference, And Breach Of NDA Survive Summary Judgment In Dispute Over $180 Million Brooklyn Campus Sale

Posted: May 1, 2026 / Written by: Samuel L. Butt, Thomas A. Kissane, Channing J. Turner, Ian Weiss / Categories Contract Interpretation, Tortious Interference, Summary Judgment

Claims For Specific Performance, Tortious Interference, And Breach Of NDA Survive Summary Judgment In Dispute Over $180 Million Brooklyn Campus Sale

On March 3, 2026, Justice Melissa A. Crane issued a Decision and Order in 180 Remsen LLC v. St. Francis College, Index No. 653148/2023, denying the summary judgment motion brought by three affiliated defendants (Rockrose). Plaintiff 180 Remsen LLC had entered into a Purchase and Sale Agreement (PSA) with St. Francis College to purchase its Brooklyn Heights campus for $180 million. When 180 Remsen raised a title objection and did not close on the time-of-the-essence closing date, the College terminated the PSA and sold the property to Rockrose. 180 Remsen sued Rockrose for specific performance, tortious interference with the PSA, and breach of a non-disclosure agreement (NDA) Rockrose had signed when solicited by 180 Remsen’s broker as a potential equity investor.

On the specific performance claim, the court found fact issues as to whether 180 Remsen was ready, willing, and able to close, citing an expert who averred that 180 Remsen had deposited $10 million into escrow and opined it “was positioned to obtain the remaining $170 million by the time the parties reached closing.”

On the tortious interference claim, Rockrose argued that (i) the College was entitled to terminate the PSA, leaving no breach to induce; (ii) there was no evidence of tortious intent; and (iii) 180 Remsen could not prove damages because its own failure to close was the proximate cause of its losses. The court found fact issues on all three points. On causation, the court rejected Rockrose’s premise:

[T]o prove causation, 180 Remsen does not need to show that it was ready to close on the scheduled closing date. Rather, what matters is that Rockrose was the but-for cause of plaintiff’s harm, i.e., the loss of the Property.

On the NDA claim, the key dispute was over the meaning of “Transaction,” which defined the scope of Rockrose’s restrictions. Rockrose argued “Transaction” referred only to the potential equity partnership between 180 Remsen and Rockrose, leaving Rockrose free to approach the College and buy the property. 180 Remsen argued “Transaction” instead referred to 180 Remsen’s anticipated purchase of the property, leaving Rockrose with no such freedom. The court held these differing interpretations raised fact issues precluding summary judgment.

The attorneys at Schlam Stone & Dolan LLP frequently litigate disputes involving real estate contracts, non-disclosure agreements, and tortious interference claims. Contact the Commercial Division Blog Committee at commercialdivisionblog@schlamstone.com if you or a client have questions concerning such issues.