A plaintiff and a defendant entered into a purchase and sale agreement pursuant to which the defendant agreed to sell an undeveloped parcel of land for $1 million. The agreement was contingent upon the purchaser “obtaining all governmental approvals for the development of the parcel within 24 months from the end of a 90-day due diligence period.” The contract provided that the date pursuant to which the plaintiff was to obtain the approvals was referred to as the “Approval Date.” The contract permitted the plaintiff to extend the Approval Date by three months on two occasions. The closing was to occur 30 days after the Approval Date.

Either party was permitted to cancel the agreement if all necessary approvals had not been obtained by the Approval Date, as extended by the plaintiff. The defendant had granted a 30-day extension of the due diligence period. Thereafter, the plaintiff “obtained most of the governmental approvals contemplated under the agreement.”