Miller v. Almquist

Facts

Plaintiffs and Defendants were next-door neighbors in the same apartment building. Plaintiffs sought to purchase Defendants’ cooperative unit in order to consolidate the apartments into one. The parties entered a contract of sale on February 25, 1997. Plaintiffs agreed to pay $545,000 in cash, with a down payment of $54,500 at the time of contract. The contract stated that if Plaintiffs defaulted, Defendants could terminate the contract and keep the down payment. The contract also set a closing date of April 1, 1997, but did not state that time was of the essence. Although the contract did not include a financing contingency clause, Plaintiffs did seek a loan. Due to difficulties in obtaining a loan clearance and documentation, Plaintiffs’ sought an adjournment of the closing until April 16. Defendants’ attorney agreed to the adjournment, but stated that time was now of the essence. On April 14, Plaintiffs’ lender demanded for the first time proof of satisfaction of several tax liens. The lender stated that unless the documentation was received by the morning of April 15, the April 16 closing would need to be adjourned. Plaintiffs provided the lender with the required documentation on April 15. The lender accepted the documentation but stated that, due to the delay, the closing could not take place until April 18. Upon learning of the additional delay, Plaintiffs requested an additional adjournment and offered to pay Defendants $300 for each day until closing. Plaintiffs did not appear for closing on April 16. Defendants’ attorney contacted Plaintiffs’ attorney that day, stating that because of their failure to appear, and in light of Defendants’ notification that time was of the essence, Plaintiffs were in default and the down payment was forfeited. Plaintiffs’ attorney responded that Plaintiffs were ready, willing, and able to close on April 18, but because Defendants’ attorney was unwilling to agree to a closing date, Plaintiffs reserved a closing date of April 23. Defendants’ attorney canceled the April 23 reservation. Nevertheless, Plaintiffs appeared for closing on April 23 with the required documentation and payment. On April 27, Plaintiffssued to enjoin Defendants from terminating the contract, retaining the down payment, and selling the apartment to another party. Defendants moved for summary judgment. The Supreme Court granted Defendants’ motion.