In Re Wansdown Properties Corporation N.v.

626 B.R. 165 (2021)

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Nature of the Case

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Facts

This was a dispute over the right to the downpayment given by D to P in connection with an unconsummated Purchase Agreement to buy a townhouse owned by the Debtor. The Court denied the parties' cross-motions for summary judgment and identified two factual issues. The Court denied the parties' cross-motions for summary judgment and identified two factual issues. First, The purchase agreement stated that 'D represents that the net proceeds of a sale under this Contract would be sufficient to satisfy all claims against D and, as reasonably projected, Ds contemplated estate in bankruptcy.' The Court concluded that the accuracy of the Proceeds Representation, a condition precedent to D's obligation to close, had to be true and correct at the time of the closing, and the phrase 'as reasonably projected' was ambiguous. The court raised the issue that if D could not satisfy the Proceeds Representation at Closing, 'would the enforcement of the condition cause a disproportionate forfeiture to D.' The court granted D's motion for reconsideration on whether the doctrine of disproportionate forfeiture does or does not apply in this case.