Hendon Properties LLC v. Cinema Dev. LLC

The parties contract requiring the defendant to do certain site work and to contribute towards the site work costs prior to defendant's sale of certain real property to the plaintiff was unenforceable for lack of an adequate property description.

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Hendon Properties, LLC entered into an agreement to purchase real property from Cinema Development, LLC for $400,000. Under the agreement, Cinema was required to perform certain site work to the property prior to closing, and Hendon was required to contribute $325,000 toward the site work costs. Hendon brought this suit charging Cinema with breach of contract for preventing the closing by failing to perform the site work in accordance with the requirements of the agreement. Hendon sought specific performance of the agreement or, alternatively, damages on theories of breach of contract, promissory estoppel, or negligent misrepresentation. Hendon appeals the superior court’s grant of Cinema’s motion to dismiss all of Hendon’s claims. For reasons which follow, we affirm dismissal of Hendon’s specific performance and breach of contract claims but reverse dismissal of the promissory estoppel and negligent misrepresentation claims.

Hendon attached a copy of the parties’ agreement as an exhibit to its original complaint. Cinema filed a motion to dismiss for failure to state a claim for relief, arguing, among other things, that the agreement is unenforceable because it lacks a sufficient description of the subject property. Hendon responded to the motion to dismiss by filing an amended complaint to which it attached additional exhibits purportedly containing an adequate description of the property. The superior court dismissed Hendon’s claims for specific performance and breach of contract, on the ground that the property is not adequately identified in either the agreement or the exhibits submitted by Hendon. On that ground and others, the court also dismissed Hendon’s promissory estoppel and negligent misrepresentation claims.

Hendon Properties LLC v. Cinema Dev. LLC

The parties contract requiring the defendant to do certain site work and to contribute towards the site work costs prior to defendant's sale of certain real property to the plaintiff was unenforceable for lack of an adequate property description.

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