Case Law Summaries

Curiale Construction Co. v. The New York, Susquehanna and Western Railway Corporation

• Opinion Date: September 28, 2001
• Real Property Law
• E-Mail

CONTRACTS; TIME OF THE ESSENCE—Even though it took a seller seven years to be in a position to transfer title, it was entitled to enforce a time of the essence notice that gave its buyer only six weeks to close.

A developer entered into a contract to purchase a commercial parcel of land. Pursuant to the terms of the contract, the owner undertook various steps to address regulatory and environmental issues related to the property. Seven years later, the owner advised the developer that it was ready to close title. During this interim seven year period, the owner had kept the developer apprized of its progress and the developer continued to anticipate a closing of title. The owner gave written notice to the developer which provided: “We are willing to allow your client until March 18, 2000 . . . to close on this transaction. However, we must insist time be of the essence and accordingly that failure of your client to close by March 18, 2000 shall terminate his Contract of Sale.” In essence, the notice letter gave the developer six weeks in which to close. In a subsequent letter from the developer to the owner, the developer requested additional time in which to close. This request for additional time was rejected by the owner. After the closing did not take place, the developer commenced a specific performance action against the owner. The lower court dismissed the developer’s complaint, reasoning that the owner was entitled to serve a time of the essence notice, that the time of essence notice was reasonable, and that the owner correctly terminated the contract after the developer did not close on the specified closing date. The developer appealed. The Appellate Division began by recognizing that “when a contract for the sale of real property does not provide that a stated closing date is ‘of the essence,’ either party may make time ‘of the essence’ by serving a notice thereof on the other party, provided the notice is reasonable.” Here, the court reasoned that the six week notice provided to the developer was reasonable and that the previous seven year delay by the owner afforded the developer no greater consideration as a matter of equity.

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