Adam Leitman Bailey, P.C. represented the purchaser of a luxury property in Southampton, NY whose six-figure contract deposit was being threatened by a seller refusing to timely comply with the terms of the agreement between the parties. The seller failed to close open construction permits for certain building improvements and was also unable to deliver marketable and insurable title to the premises, yet sought to unilaterally extend the contract for an indefinite period of time to cure such defects. The purchaser was unwilling to wait and wanted the immediate return of their contract deposit.
The purchaser, who was initially represented by different legal counsel at the outset of the transaction, entered into a contract of sale for the property with a target closing date “on or about April 15, 2020” that required Seller, among other things, to comply with the following conditions:
(i) deliver to Purchaser a valid and subsisting Certificate of Occupancy or other required certificate of compliance, or evidence that none was required, covering the building(s) and all of the other improvements located on the property authorizing their use as a single family dwelling at the date of Closing;
(ii) comply with all notes or notices of violations of law or municipal ordinances, orders or requirements noted or issued as of the date of closingby any governmental department having authority as to lands, housing, buildings, fire, health, environmental and labor conditions affecting the Premises; and
(iii) deliver Purchaser marketable and insurable title.
Within hours of being retained, Adam Leitman Bailey, P.C. sent the seller’s attorney a letter demanding that seller close all open permits and cure certain title defects affecting the subject property, and further unilaterally designated a “time of essence” closing date within thirty days thereof. The letter unequivocally stated that in the event seller failed to timely comply with their obligations under the contract within such 30-day period, the buyers would be entitled to the full return of their contract deposit totaling $171,400.00.
Only four days after sending the “time of essence” letter, the seller consented to the cancellation of the contract and returned of the full contract deposit to the purchaser.
Andrew C. Jorges, Esq., and John M. Desiderio, Esq. represented the purchaser.