Phoenix-Talent School District #

4 V. HAMILTON 210 P.3d 908 (2009)

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Nature of the Case

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Facts

P sought to purchase land from D in excess of $1,500,000. The agreement stated that the sale was contingent upon approval of a lot line adjustment by the County. The parties were to jointly hire a vendor to complete the application for the adjustment and would share the costs. The contract stated that time was of the essence, but that provision could be waived by either party. It was immediately discovered by the vendor that the lots had been created illegally and it would take additional time to complete the application to the County. The closing date was originally set for April 22, 2005. P informed D that it would waive the requirement of finishing the lot line issue prior to closing. D rejected, and the closing date passed, and eventually, P sued for specific performance. The trial court ruled for P and ordered D to convey. P appealed. The primary issue on appeal was whether 'the completion of the lot line adjustment was a component of D’s performance and obligation to close the transaction on the assigned date, the timeliness of which could be waived by P, or whether, as D contends, the lot line adjustment was a condition precedent to the obligation to close so that, absent either waiver or satisfaction, its failure to occur rendered the agreement unenforceable after the closing date.