Princes Point L.L.C. v. Muss Development L.L.C.

In 2004 Princes Point L.L.C. (PPL) (plaintiff) contracted with multiple entities, collectively Allied Princes Bay Co. (APB) (defendants), to purchase waterfront property on Staten Island. A condition to closing required APB to deliver certain government approvals. If the approvals could not be obtained by the agreed closing date, then either party could terminate. In lieu of terminating, PPL retained an option to waive the approvals and proceed to closing. In the aftermath of Hurricane Katrina, the New York State Department of Environmental Conservation cited flaws in a waterfront retaining wall on the property and required APB to remedy those defects. APB was unable to obtain the required approvals by the closing date. APB advised PPL that it intended to exercise the right to terminate unless PPL agreed to amendments. In 2006 the parties amended the agreement, increasing the purchase price and down payment, sharing the costs of remediation, and twice extending the outside closing date, first to July 22, 2007, and then to July 22, 2008. About a month before the final closing date, PPL sued APB and sought specific performance of the contract absent the amendments, citing APB’s alleged misrepresentation of its ability to complete the remedial work necessary to close the sale. APB moved for summary judgment, alleging that the contract was terminated because of PPL’s material breach. The trial court granted APB’s motion, and the appellate court affirmed on the ground that PPL’s commencement of its suit before the date of performance constituted an anticipatory repudiation. PPL appealed.