This section contains the nature of the case and procedural background.

Ps signed contracts with D to purchase three condominiums in a development known as Barrier Island Station. The contracts of sale were subject to the condition: 'Repurchase agreement to be executed prior to closing; terms and conditions must be acceptable to buyer.' Ps signed the contracts of sale and the repurchase agreements, which provided that in specified circumstances, D would buy back the condominiums. D executed the contracts of sale but not the repurchase contracts. The development itself consisted of four buildings of both 'whole ownership' and time-sharing units. Whole ownership units are those that are not subject to time-sharing arrangements. The first two buildings were developed for whole ownership units. For economic reasons, D decided to convert those buildings to include time-sharing units and likewise to market buildings three and four as time-sharing units. Any conversion in buildings one and two, however, required the majority consent of the owners. D added language to the repurchase contracts before signing them that made the repurchase obligation of D contingent on the successful conversion of buildings one and two to time-sharing units. Ps were not happy with the changes: 'Majority vote of all owners in building one and two must be obtained in favor of co-ownership and/or interval ownership prior to repurchase.' Exchanges between attorneys occurred. D took a hard line and advised its attorney, Gray, that the condition must be included or 'we have no deal!' D principals testified that they heard nothing further of the matter and that they never agreed orally or otherwise to deleting the language offensive to Ps. D's attorney Gray responded: I have been advised that the principals of Barrier Island Station, Inc. have already talked with the sales agent who called your clients to advise that Barrier Island Station, Inc. would agree to abide by the original repurchase agreements as they were drafted prior to the handwritten addenda. No further correspondence took place before closing, and no repurchase contracts were signed in a form agreeable to both parties. The sales for the purchase of the three condominiums closed two months later. The parties never reached an agreement on the repurchase agreement. Three years later, Ps demanded that D repurchase the three condominiums in accordance with the form of repurchase agreement originally signed by them on July 28, 1984, as affirmed by the letter of attorney Gray dated September 13, 1984. D refused. The jury ruled for Ps, and D appealed.

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