The court considered whether a single-purpose corporate purchaser seeking specific performance after a failed land transaction was exempt from the mitigation principle in contract damages.
The majority held that incorporation benefits carry corresponding burdens, including reasonable mitigation efforts where substitute opportunities are available.
It concluded the purchaser lacked a substantial and legitimate basis to avoid mitigation and that the evidentiary record supported available comparable development opportunities.
The dissent would have restored trial damages, finding no palpable and overriding error on mitigation opportunity and reasonableness.
The appeal and cross-appeal were both dismissed, leaving the appellate reduction to nominal damages in place.
