Court Determines Whether or Not Legally Cognizable Claims Are Asserted
Chic Realty 712, LLC and GSA Holding Corp. entered into a contract of sale by which Chic was to pay a total purchase price of $5.3 million to purchase a building located in Brooklyn from GSA. A down payment of $100,000 was due upon execution of the contract, and an additional payment of $165,000 was due upon the end of Chic’s due diligence period. The transaction failed to close.
Chic commenced an action for specific performance of the contract and to recover damages for breach of contract. GSA moved to dismiss the complaint and to cancel a notice of pendency filed against the property. Supreme Court granted GSA’s motion. Chic appealed.
o state a cause of action for specific performance for the sale of property, the complaint must assert facts demonstrating that the plaintiff substantially performed its contractual obligations and was ready, willing and able to perform its remaining obligations. Here, Chic’s claim that it was ready, willing, and able to perform was flatly contradicted by its own admissions that its willingness to perform was conditioned on an abatement of the contract price. And Chic failed to allege that it substantially performed its contractual obligations by tendering the second down payment when it became due and acknowledged that the payment was never tendered. Accordingly, Chic did not have a cause of action for specific performance.
The essential elements of a breach of contract cause of action are the existence of a contract, the plaintiff’s performance pursuant to the contract, the defendant’s breach of his or her contractual obligations, and damages resulting from the breach. Here, Chic annexed the contract of sale to the complaint, which it relied upon as the predicate for the breach of contract cause of action. However, even affording Chic the benefit of every possible favorable inference, its allegations regarding GSA’s purported obligations with respect to a tax assessment failed to set forth a breach of the provisions of the contract of sale.
Supreme Court properly granted those branches of GSA’s motion which were to dismiss the remaining causes of action, alleging unjust enrichment, to recover in quantum meruit, and for the imposition of an equitable lien. Even assuming, as Chic asserted, that it alleged a claim not covered by the contract of sale, Chic failed to sufficiently allege that GSA was enriched at Chic’s expense and failed to set forth any facts to support the existence of an equitable lien.
And because GSA established its entitlement to dismissal of the causes of action for specific performance and the imposition of an equitable lien, Supreme Court properly granted that branch of GSA’s motion to cancel the notice of pendency.