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Melcer v. Tyrpak

A-3924-99T1 (N.J. Super. App. Div. 2001) (Unpublished)

CONTRACTS—Where parties reach agreement on what they understand to be a binding, enforceable contract, the making of minor changes of a non-critical nature by the last party to sign, without objection by the other party, does not invalidate the contract.

A buyer had its attorney prepare a contract of purchase, which the buyer signed and submitted to a property owner. The property owner signed the contract, but before doing so, modified the closing date and made some insignificant alterations related to the place of closing and forms of notice to be provided in the contract. In addition, the seller removed a provision which would have given the buyer a thirty-day option within which it could withdraw from the transaction. The fully executed contract (with the modifications) was returned to the buyer. The cover letter did not ask that the contract be resigned or initialed. Thereafter, both sides proceeded under the assumption that the contract was complete, even though the seller had changed the closing date to April 30 from June 25. The earlier date came and passed with neither side claiming that the sale had to close by that time. This was consistent with the contract which denominated the closing date as “the estimated date for the closing.” On June 26, the seller’s attorney wrote the buyer’s attorney requesting a copy of the closing statement to be used at a June 30 closing. The seller refused to close and when the buyer sued for specific performance, the seller asserted that there was no enforceable contract. The lower court concluded to the contrary, finding that “the parties had signed what they understood to be a binding, enforceable contract between them ... [describing] the changes made by the sellers as incidental and dealing with non-critical matters.” The Appellate Division agreed, and both the lower court and the Appellate Division referred to the special contract provision that stated “the closing date was no more than an estimated date.” Finding no further issues of fact, the Court concluded that the buyer was entitled to its requested specific performance and the Appellate Division affirmed.

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