Agreement of Purchase and Sale (APS): Drag agreed to sell a property to Mehta for $2,470,000, with a closing date of April 28, 2021. Drag refused to close the deal on the specified date.
Condition: APS was conditional on a satisfactory home inspection. Mehta had to notify Drag of the fulfillment or waiver of this condition within five banking days (by December 9, 2020).
Issue: Whether the APS ended on December 9 due to the home inspection condition.
Trial Court Findings:
Miscommunication: Mehta and Drag’s agents communicated about a $40,000 price reduction and waiver of the inspection condition.
Misrepresentation: Drag’s agent misled Mehta about Drag’s availability to sign the amendment.
Waiver Delivery: Efforts to deliver the waiver by December 9 failed due to Drag’s agent’s misrepresentations.
Appeal Court Findings:
Good Faith: Drag’s agent breached the duty of honest performance by misrepresenting Drag’s availability, causing Mehta to delay the waiver delivery.
Detrimental Reliance: Mehta relied on the agent’s misrepresentation to his detriment.
Judgment: The trial judge's decision to enforce specific performance of the APS without abatement was upheld.
Disposition:
Appeal Dismissed: Drag’s appeal was denied, and specific performance was ordered.
