Contracts—Breach of Sales Contract and Right of First Refusal Agreement (ROFR) and Specific Performance Claims Dismissed—Failure to Comply With BCL Law §909(a)—Corporate Secretary Lacked Actual and Apparent Authority to Sign Contract—Failure to Hold Shareholder Meeting Or Obtain Consent of All Shareholders—ROFR Was Inextricably Intertwined With Contract and Constituted A Conveyance—Definition of Regular Course of Business Depends Upon Actual Activities, Not the “Mere Wording of Certificate of Incorporation.”
A PLAINTIFF PURCHASER of a real estate property (Property) filed an action against a defendant corporation (D Corp.) seller and its corporate secretary (secretary) and also filed a notice of pendency (lis pendens) against three real estate properties. The complaint alleged, inter alia, that D Corp. breached a contract of sale (contract) for sale of the Property and sought specific performance of such contract. Alternatively, the plaintiff sought damages and return of its down payment. The complaint also sought damages against the secretary for breach of his representation that he had requisite authority to sign the contract and bind D Corp. Additionally, the plaintiff sought a declaratory judgment that it is the holder of a right of first refusal (ROFR) on two other properties (other properties). The complaint alleged that D Corp. failed to provide the plaintiff with the opportunity to purchase the other properties on the same terms as offered by a third party and sought specific performance of the ROFR. The plaintiff had moved for summary judgment on the claims against D Corp. The court, inter alia, denied such motion, granted summary judgment to D Corp. and dismissed the complaint.
