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Commercial Division Blog

Current Developments in the Commercial Divisions of the
New York State Courts by Schlam Stone & Dolan LLP
Posted: February 2, 2018

Court Orders Specific Performance of Contract to Sell Real Estate

On January 22, 2018, Justice Scarpulla of the New York County Supreme Court issued a decision in Split Rail Holdings LLC v. 176 Grand St. Corp., 2018 NY Slip Op. 30130(U), granting specific performance of a contract to sell real estate, explaining:

To establish its entitlement to specific performance, the party seeking such relief must establish that it complied with the terms and conditions of the exercise of the option in accordance with the Lease and demonstrate that he or she was ready, willing, and able to perform the contract. Upon the papers submitted I find that Split Rail has established prima facie entitlement to judgment as a matter of law for specific performance because it satisfied the conditions to exercise the option to purchase the Property, and it is ready, willing and able to complete the transaction.

176 Grand argues that Split Rail is unable to prove irreparable harm and also failed to demonstrate that it is ready, willing, and able to complete the purchase of the Property. Regarding irreparable harm, 176 Grand claims that because the Property is commercial, monetary damages are adequate, requiring dismissal of Split Rail’s request for specific performance. However, it is not only the loss of the Property, but also the loss of a bargained-for contractual right to exercise an option to purchase the Property that constitutes irreparable harm.

Moreover, contrary to 176 Grand’s assertion, Split Rail submits sufficient documentary evidence demonstrating its financial ability to purchase the Property for $6,355,477.40, including a commitment letter from Flushing Bank for an $8 million dollar loan 5 and bank statements from Split Rail, Lisa Goode and Christopher Goode demonstrating that additional cash and securities exist to finance the purchase of the Property. Split Rail also complied with the other Lease requirements, including providing 176 Grand with written notice and the contract of sale, securing financing, and ordering a title report.

(Internal quotations and citations omitted) (emphasis added).

We frequently litigate disputes over the purchase and sale of commercial property. Contact Schlam Stone & Dolan partner John Lundin at jlundin@schlamstone.com if you are involved in a dispute regarding a commercial real estate transaction.

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