Skip to main content



Rey v. County of Hunterdon

2005 WL 2439697 (N.J. Super. Law Div. 2005) (Unpublished)

OPTIONS; SPECIFIC PERFORMANCE — Options to purchase property rights must be exercised in strict accordance with the terms of the option agreement in order to be valid.

A married couple owned land that was chosen by the county to be included in the New Jersey Farmland Preservation Program. The couple entered into an agreement with the county in which they granted the county an option to purchase an easement restricting their development rights in the land. The agreement provided that the county had to exercise the option by a certain date or the option would expire. The day before the option was required to be exercise, the county’s attorney sent the couple a notice of the county’s intent to exercise the option. The notice was not received by the couple until one day after the option was required to be exercised. Enclosed with the notice was a contract for sale of development rights, which the couple was instructed to sign. The contract contained a clause which made the county’s duty to perform under the contract was contingent upon it receiving acquisition funds from the state and municipality. The couple refused to execute the contract on the basis that it contained a contingency clause that was inconsistent with the terms of the option agreement. The couple then filed a complaint in lieu of prerogative writs, seeking to declare the county’s purchase option void. The county filed an answer to the complaint and counterclaim. Both parties then moved for summary judgment. The couple sought summary judgment on the basis that the county had failed to properly exercise its option and therefore the option should be declared void. Conversely, the county sought summary judgment on the basis that it had properly exercised the option and requested specific performance.

The court granted summary judgment in favor of the couple. It held that options to purchase property rights must be exercised in strict accordance with the terms of the option agreement in order to valid. The court found that the county had not exercised its option in accordance with the option agreement for several reasons. First, the option agreement required that the couple receive the county’s notice of its intent to exercise the option by a certain date. The county failed to serve its notice in a timely fashion because the couple did not actually receive the notice until one day after the deadline. Second, the court ruled that it was improper for the county to insert a contingency clause in the development rights sale contract that was not in the option agreement. It held that the inclusion of this clause rendered the option unenforceable because the county attempted to add a condition to the option as opposed to exercising the option in strict accordance with its terms as required.


MEISLIK & MEISLIK
66 Park Street • Montclair, New Jersey 07042
tel: 973-783-3000 • fax: 973-744-5757 • info@meislik.com