Centerville Builders, Inc. v. Wynne

683 A.2d 1340 (1996)

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Nature of the Case

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Facts

P's claim for specific performance arises out of an alleged agreement with D for the sale and purchase of a tract of land. In a document captioned 'Offer to Purchase,' D deposited $5,000 towards the purchase of the property for the sum of $565,000, with a total deposit of 5 percent of the sale price ($28,250) due upon signing of the purchase-and-sales agreement. D signed the document on September 7, 1993, after deleting the ninth condition, which read: '9. SUBJECT TO SELLER CEASING NEGOTIATIONS WITH ANY AND ALL OTHER PARTIES ON PURCHASE OF SUBJECT PROPERTY.' The agreement also contained a condition that provided: '6. SUBJECT TO SATISFACTORY PURCHASE & SALES AGREEMENT BETWEEN SELLER AND BUYER.' D sent the buyer an unsigned purchase-and-sale-agreement form. P signed the agreement and returned it to D. D requested and received an extension of time to sign the agreement. On October 20, 1993, the date the extension expired, D notified P that the seller wanted to 'get more money' for the property and would therefore put the property back on the market. P sued for breach of contract in Superior Court, seeking specific performance of the purchase-and-sale agreement. D made a motion for judgment on the pleadings pursuant to Rule 12(c) of the Superior Court Rules of Civil Procedure. The Superior Court denied D's motion. D then made a motion for reconsideration, and on June 12, 1995, the Superior Court issued a written decision holding the offer-to-purchase agreement illusory and unenforceable. It granted the D's motion for judgment on the pleadings. P appealed.