Brown v. Cara

Facts

Defendants owned Jay Street Property, which was used as a parking lot and subject to zoning limitations. On March 27, 2000, Defendants and PLaintiffs signed the MOU, which held that both parties agreed to work together to develop, build, market, and manage a new real estate venture planned on the Jay Street Property. The MOU referenced prior meetings between both parties and set forth a framework for the Jay Street Project (Project). In addition, the MOU set forth Defendants’ responsibility for compensating parties, Plaintiffs’ duty to front the costs of development, and stated that time was of the essence and the parties’ intent to enter into a formal contract soon.

In a letter from April 5, 2000, Defendant stated his desire to negotiate the final terms with Plaintiff. As a result, Plaintiff began the process of rezoning the property through applications, publicity, meetings, lobbying, and more. Negotiations between both parties started in 2002 and ran through 2003 when Defendant requested a proposed construction management agreement. Plaintiff complied, but Defendant was not happy with the terms. Plaintiff claimed that they sent the wrong document and that Defendant was informed of the mistake. However, Defendant refused to continue negotiating and stopped contacting Plaintiff. Plaintiff filed suit.