Court: Appellate Division of the Supreme Court of the State of New York; July 3, 1997; New York; State Appellate Court
Order reversed unanimously, with costs, and the cross motion granted, leading to the dismissal of the amended complaints. Plaintiff entered a contract to purchase commercial real estate from DRT Construction Company, Inc. (DRT), which included a 60-day due diligence period allowing termination without penalty. After several extensions, the plaintiff terminated the contract, after which DRT sold the property to W.R.S.B. Development Company, L.L.C. (W.R.S.B.), which subsequently sold parcels to Wegmans Food Markets, Inc. and Dayton Hudson Corporation.
The plaintiff initiated actions seeking specific performance, damages, declaratory relief, and a determination of rights under RPAPL article 15, asserting that DRT assured them orally that the contract remained valid and could be modified. DRT and W.R.S.B. cross-moved for summary judgment, arguing that the original contract was effectively terminated and that any modification required written consent per General Obligations Law § 15-301, with the Statute of Frauds barring any new agreements.
The court found that DRT and W.R.S.B. provided sufficient proof for their defenses, and the plaintiff failed to demonstrate a triable issue regarding equitable estoppel. The court noted that to overcome the Statute of Frauds or General Obligations Law § 15-301, the plaintiff needed to show justified reliance on DRT's oral representations. However, reliance was deemed unjustified given the contract's explicit modification requirements. Additionally, the delay in returning the deposit did not support a claim of detrimental reliance.
Consequently, summary judgment was granted in favor of DRT and W.R.S.B., dismissing the amended complaints, which also led to the dismissal of related claims against Wegmans and Dayton Hudson.
