Edge Group Waiccs LLC v. Sapir Group LLC

705 F. Supp. 2d 304

 

RULE:

To justify entitlement to specific performance, the party must establish (1) the existence of a contract, (2) the opposing party’s breach of that contract by non-performance, (3) the moving party’s substantial performance of its obligations under the Option Agreement and its ability and willingness to undertake any additional steps required of it under the contract, and (4) that the invocation of the court's powers in equity is justified by the absence of an adequate remedy at law.

FACTS:

Plaintiff sought specific performance of a contract for the sale of an interest in a limited liability company. The anticipated transaction would have involved a payment of $20 million by defendant in exchange for a 50 percent interest in WAICCS Las Vegas 2 LLC, that was the sole member of another limited liability company, WAICCS Las Vegas 3 LLC. At the conclusion of discovery, both parties moved for summary judgment. Sapir argued that plaintiff's relief was limited to payment of the one million dollars now held in escrow, or, possibly, no payment at all because it had not proven or mitigated its damages. Plaintiff sought specific performance of the contract (payment of $20 million in exchange for tender of its ownership interest in WAICCS 2).

ISSUE:

Was the plaintiff entitled to specific performance of the contract in question?

ANSWER:

Yes.

CONCLUSION:

Plaintiff's motion for summary judgment was granted in part because there was no question that the parties entered into a valid contract for the sale of plaintiff's interest in the LLC and that defendant breached its contractual obligation to purchase that interest; plaintiff was unable to calculate its legal damages; there was no basis for defendant's contention that the option agreement as amended precluded a resort by plaintiff to specific performance; and, absent defendant's ability to show at trial that its financial status materially changed so as to preclude its ability to perform its obligations under the option agreement as amended, plaintiff established the appropriateness of the equitable remedy of specific performance for defendant's breach.

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