PDQ Lube Center, Inc. v. Huber

Facts

On September 17, 1993, PDQ Lube Center Services, Inc. (Plaintiff) offered to purchase real property from R. Lowell Huber (Defendant) for $125,000. On September 22, 1993, Defendant accepted Plaintiff’s offer. The contract required Plaintiff to apply for a loan within seven days. It further required Plaintiff and the property to qualify for the loan within sixty days of acceptance. The property would be deemed qualified if it was appraised at no less than the value of the purchase price. The closing date was set for December 15, 1993. The parties later added an addendum to the contract to address possible contamination of the property due to the prior operation of a gas station on the premises. Defendant agreed to obtain an environmental clearance and to remove underground tanks from the property upon Plaintiff’s payment of a $4,000 cleanup deposit. The contract included an integration clause and a provision stating that time was of the essence. Plaintiff timely sought financing pursuant to the contract. Defendant received the $4,000 deposit from Plaintiff but did not remove the tanks after learning that the previous owners would not assist in removing the tanks. Plaintiff ultimately did not obtain a loan or appraisal, and the transaction did not close. Plaintiff sued Defendant for breach of contract. The trial court found that Defendant failed to act in good faith by failing to remove the tanks. It also found that its conduct prevented Plaintiff from formally applying for a loan and obtaining an appraisal, due to the fact that applying for a loan and conducting an appraisal before the tanks were removed would have been futile. The trial court therefore granted Plaintiff specific performance, requiring Defendant to obtain an environmental clearance and to convey the property to Plaintiff if Plaintiff tendered the purchase price within eighty-four days after the environmental clearance was obtained. Defendant appealed.