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Winchester 84 LLC v. Morrow Equip. Co. LLC

Party Could Unilaterally Terminate Purchase Agreement Within Its Approval Period

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OPINION & ORDER Plaintiff Winchester 84, LLC (“Plaintiff”) brings this action for specific performance against Morrow Equipment Company, LLC (“Defendant”). (See Complaint (“Compl.”), ECF No. 1-1.) Pursuant to Federal Rule of Civil Procedure 12(b)6), Defendant has moved to dismiss the Complaint and for attorneys’ fees and costs incurred. (the “Motion”, ECF No. 11.) For the following reasons, Defendant’s Motion is GRANTED in part and DENIED in part. FACTUAL BACKGROUND The following facts are taken from the Complaint and assumed to be true for the purposes of this Motion. On July 31, 2018, the parties entered into the Purchase Agreement whereby Defendant would purchase from Plaintiff a parcel of land in East Fishkill, New York (the “Property”). (Compl. 3.) At the time of signing, Morrow paid Plaintiff a $10,000 deposit. (Id. 4.) The transaction closing date (“Closing”) was scheduled for March 22, 2023. (Id. 6.) Prior to Closing, on January 4, 2023, Defendant sent Plaintiff a letter informing it that it was terminating the Purchase Agreement. (Id. 7.) Plaintiff nevertheless proceeded to Closing, but Defendant did not appear at the Closing. (Id.

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