A defendant seller (seller) decided not to “consummate a sale” to the plaintiff. The alleged contract of sale (alleged contract) provided for a purchase price of $9,500,000. The seller instead sold the property to the proposed intervenor in the subject litigation (intervenor), for $9,700,000.

The plaintiff alleged that it had a “legally binding and enforceable” contract with the seller, the seller “reneged” and had “improperly entered into” a contract with the intervenor and the seller still held the plaintiff’s $475,000 down payment. The seller denied that the alleged contract was “legally binding and enforceable” and was willing to return the down payment.