Justice Carolyn Demarest
Piller sought specific performance regarding the purchase of certain property. Defendants moved for summary judgment declaring that a letter of intent executed on Piller’s behalf was not a valid and enforceable contract of sale for real property. The parties entered into a “contract-close,” entering into a memorandum of agreement, and a contract of sale executed at the actual closing. After the initial closing fell through, defendants subsequently refused to close arguing the letter of intent specifically provided closing must take place before Dec. 31, 2012 so that they could take advantage of certain tax laws. The court found that despite the large purchase price, the letter of intent failed to set forth the method of payment or how Piller would finance the purchase. It found the letter of intent was just that rather than a contract of sale, noting the letter expressly stated the parties would execute a purchase and sale agreement at the closing indicating their intent to execute a subsequent formal mutually binding contract. Also, as the parties continued negotiations after the letter of intent was executed, same evinced a lack of binding contractual terms. The court declared the letter of intent was not a binding contract and Piller was not entitled to specific performance.
