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Thirteen East Group, L.L.C. v. Rainmaker Capital, L.L.C.

A-4479-00T2 (N.J. Super. App. Div. 2002) (Unpublished)

CONTRACTS— A series of correspondences over many years, when characterized by a court as being only unilateral offers to buy or sell, cannot constitute a binding agreement.

A corporate entity claimed it had the contractual right to purchase a tract of land from a property owner based on the course of dealings between the entity’s predecessor and the property’s then owner. It filed a law suit against the property owner to prevent it from selling the tract to a third party. The third party buyer then sued the property owner, the entity, and the entity’s predecessor to establish its contractual right to purchase the property and to compel the seller to close. In the interim, the third party buyer closed title to the tract. The lower court held that the extensive correspondence between the entity, its predecessor, and the seller did not constitute a contract. The contract between the predecessor and the seller expired several years earlier, and the correspondence between the parties constituted offers and counteroffers, but not a firm agreement. The Appellate Division affirmed. It found that the property owner’s unilateral offers to the predecessor could only become binding if and when the predecessor performed (by tendering the purchase price). Until then, the offer was revocable.

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