A homebuilder sued a purchaser for breach of an agreement of purchase and sale after the transaction failed to close.
The purchaser had moved into the property under an interim occupancy agreement while the vendor sought a minor zoning variance required due to a setback issue.
The purchaser attempted to reinstate a “time of the essence” clause and set a final closing date, then treated the agreement as terminated when the vendor did not close on that date.
The court held that the purchaser’s notice was ineffective because it imposed new conditions, set an unreasonable closing date, and was motivated by bad faith.
The purchaser repudiated the contract, entitling the vendor to retain the deposits as liquidated damages and recover certain additional amounts under collateral and occupancy agreements.
