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Contracts — Sale of commercial property — Return of deposit upon cancellation of sale

Aug 08th, 2021 in News by admin

Contracts — Sale of commercial property — Return of deposit upon cancellation of sale — Where purchase and sale agreement plainly and unambiguously conditioned purchaser’s obligation to close on seller providing tenant-estoppel certificates containing specific representations bearing on tenants’ ability to perform their obligations under their leases, and agreement afforded purchaser unfettered right to terminate agreement and receive back its deposit if certificates were not provided, purchaser was entitled to refund of deposit when required certificates were not provided — Certificates produced by seller, which contained material omissions regarding the tenants’ litigation risks and added knowledge and COVID-19 qualifiers, were not in substantially same form and content as required by agreement — Purchaser’s right to terminate based on nonconforming estoppel certificate was not limited to showing a breach of seller’s representations or warranties — Purchaser was entitled to bargained-for representations from tenants regardless of whether they were consistent with any of seller’s representations and warranties — Moreover, seller was permitted to disclaim all representations and warranties regarding tenants — Purchaser’s waiver of right to terminate agreement pursuant to inspection period provisions of agreement did not waive purchaser’s right to terminate agreement based on non-compliant certificates — Purchaser was not required to show that it was ready, willing and able to close at time it terminated agreement — No merit to argument that purchaser failed to satisfy notice requirement in event of seller’s default — Failure to provide compliant certificates was not a default under terms of parties’ contract