Greer Properties, Inc. v. LaSalle National Bank

Facts

Old Orchard West Venture (co-seller) (co-defendant) acquired a real estate parcel. Legal title to the parcel was held by trustee LaSalle National Bank (co-seller) (co-defendant). There were two prospective buyers of the parcel: G.D. Searle Company (hereinafter “Searle”) and Greer Properties, Inc. (hereinafter “Greer”) (plaintiff). During negotiations between Searle and the Sellers, Searle’s consultants estimated the clean-up would cost more than $500,000. Searle terminated the negotiations. The Sellers then entered into negotiations with Greer. The Sellers agreed to sell the property to Greer for $1,250,000. As part of the sales contract, the Sellers were required to remove the environmental contamination at their own expense but were also allowed to terminate the contract if the cost of clean-up became “economically impracticable.” The Sellers hired a soil consultant to examine the extent of the contamination. The Sellers received a preliminary report from the soil consultant and concluded the clean-up would be economically impracticable but did not inform Greer of this conclusion. The Sellers entered back into negotiations with Searle. The soil consultant’s final report estimated the clean-up at between $190,000 and $240,000. The Sellers formally terminated their contract with Greer by sending written notice. Greer sued the Sellers.