Featured Chrome Extensions:

Casey IRACs are produced by an AI that analyzes the opinion’s content to construct its analysis. While we strive for accuracy, the output may not be flawless. For a complete and precise understanding, please refer to the linked opinions above.

Keywords

contractbreach of contractdamageslitigationwillcontractual obligationspecific performancematerial breach
contractbreach of contractdamagestrustwillcontractual obligationspecific performancematerial breach

Related Cases

Floyd v. Watson, 163 W.Va. 65, 254 S.E.2d 687
View Case »
Fast v. Southern Offshore Yachts, 587 F.Supp. 1354, 38 UCC Rep.Serv. 1569
View Case »
Jones v. Black, 145 So.3d 402, 2013-1889 (La.App. 1 Cir. 5/2/14)
View Case »
American Multi-Cinema, Inc. v. Southroads, L.L.C., 119 F.Supp.2d 1190
View Case »
Campbell v. State Farm Mut. Auto. Ins. Co., 65 P.3d 1134, 432 Utah Adv. Rep. 44, 2001 UT 89
View Case »
Justia Law Link
LexisNexis Link
Westlaw Link
CourtListener Link
Oyez Link

Cipriano v. Glen Cove Lodge No. 1458, 1 N.Y.3d 53, 801 N.E.2d 388, 769 N.Y.S.2d 168, 2003 N.Y. Slip Op. 17889

Facts

In 1955, the Lodge granted Gasper Buffa a right of first refusal to repurchase property if it was offered for sale. After several years of declining offers, the Lodge entered into a contract with Michael Cipriano in 1999 without notifying Buffa or making the contract contingent on his right. Cipriano, aware of Buffa's right, sought clarification but received no response from the Lodge. When the Lodge attempted to cancel the contract and return Cipriano's down payment, Cipriano refused, leading to litigation over the down payment and the validity of Buffa's right.

In June 1955, five trustees of the Benevolent and Protective Order of Elks, Glen Cove Lodge # 1458 (Lodge) entered into a stipulation with Gasper Buffa—who was selling a parcel of land to the Lodge—that promised Buffa a “first option to repurchase” the property at fair market value in the event the Lodge offered the premises for sale.

Issue

Did the Lodge breach its contractual obligations to Buffa by failing to provide him the opportunity to exercise his right of first refusal, and was Cipriano entitled to recover his down payment?

Did the Lodge breach its contractual obligations to Buffa by failing to provide him the opportunity to exercise his right of first refusal, and was Cipriano entitled to recover his down payment?

Rule

A right of first refusal obligates the grantor to provide the holder with an opportunity to purchase the property before selling it to a third party. If the grantor fails to do so, it constitutes a breach of contract.

A right of first refusal obligates the grantor to provide the holder with an opportunity to purchase the property before selling it to a third party. If the grantor fails to do so, it constitutes a breach of contract.

Analysis

The court found that the Lodge did not provide Buffa with the opportunity to exercise his right of first refusal before entering into a contract with Cipriano. Despite Buffa's repeated requests for information and his expressed interest in exercising his right, the Lodge ignored these communications. The court concluded that the Lodge's failure to act constituted a breach of its obligations, but it also determined that Buffa was not entitled to specific performance or damages due to a lack of evidence showing he was ready, willing, and able to purchase the property.

The court found that the Lodge did not provide Buffa with the opportunity to exercise his right of first refusal before entering into a contract with Cipriano. Despite Buffa's repeated requests for information and his expressed interest in exercising his right, the Lodge ignored these communications. The court concluded that the Lodge's failure to act constituted a breach of its obligations, but it also determined that Buffa was not entitled to specific performance or damages due to a lack of evidence showing he was ready, willing, and able to purchase the property.

Conclusion

The court modified the Appellate Division's order, affirming that the Lodge could not retain Cipriano's down payment due to its material breach of contract.

The court modified the Appellate Division's order, affirming that the Lodge could not retain Cipriano's down payment due to its material breach of contract.

Who won?

Cipriano prevailed in the case because the court found that the Lodge's failure to provide marketable title constituted a lawful excuse for his default, thus preventing the Lodge from retaining his down payment.

Cipriano prevailed in the case because the court found that the Lodge's failure to provide marketable title constituted a lawful excuse for his default, thus preventing the Lodge from retaining his down payment.

You must be