Contracts—Buyer’s Complaint for Specific Performance Dismissed and Notice of Pendency Vacated—Binder Failed to Designate the Parties to Be Charged—Parties Negotiated Well Past Purported Signing Date Stated in the Binder, Buyer Proffered Significant Changes in the Terms of the Contract Offered by the Seller and That Indicated a Lack of Reliance on the Binder and a Failure to Agree on the Essential Terms of the Agreement—Binder Was Merely an Agreement to Agree at a Later Time
A purchaser of commercial property commenced an action against a seller for specific performance and filed a notice of pendency against the property. The defendant seller moved to dismiss the complaint and vacate the notice of pendency. The purchaser cross moved for summary judgment and specific performance. The parties had executed a “binder of sale” (binder). They never executed a fully negotiated formal agreement. The purchaser alleged that “the binder, executed by [individual 'A'] as purchaser and [individual 'B'] ‘as managing agent,’ without further identifying the seller, created a legally enforceable contract that requires defendant to sell the premises to plaintiff.”
