Klein Greco partner Richard Klein and associate Emily Aziz recently received a decisive victory for clients of the firm who were selling vacant land out in the Hamptons. KGA negotiated the Contract of Sale which included express language that any and all representations about the subject property must be set forth in the Contract, that the purchaser was given the opportunity to conduct its own due diligence and that the subject property was being sold in “as is” condition regarding how the property can be used. After the Contract was signed and the deposit remitted, the purchaser refused to close on the transaction. KGA scheduled a time is of the essence closing and, after the purchaser failed to appear, notified purchaser’s counsel that the deposit would be remitted to the sellers. Purchaser brought an action in Suffolk County Supreme before the Honorable Paul Hensley alleging misrepresentation, among other claims, and demanding the deposit be returned to purchaser.
In a five-page decision, Judge Hensley granted KGA’s motion to dismiss the complaint in its entirety and made several references to the Contract language negotiated by KGA in support of the Court’s decision. The decision highlights the importance of proper drafting of contracts and agreements. Further, it is crucial to always be aware as to which side of the table you are representing to make sure the language in the contract will protect your client down the road if there is a problem. In this matter, because of KGA’s drafting of the contract, our clients were able to retain the deposit based upon the purchaser’s failure to close.
A complete copy of this decision can be found here!