Empire Acquisition Group, LLC v. Atlantic Mortgage Co.
Annotate this CasePlaintiff and Defendant executed an agreement in which Plaintiff agreed to purchase from Defendant an unimproved parcel of real property. The agreement included a due diligence clause, which provided Plaintiff with a ninety-day due-diligence period in which perform inspections and inquiries. After the due-diligence period had expired and the parties had not closed on the property, Plaintiff filed a complaint seeking specific performance of its agreement with Defendant as well as damages. Defendant counterclaimed, seeking declaratory relief that the agreement be declared null and void and asserting a claim for breach of contract. The trial justice granted Defendant's motion for summary judgment on Plaintiff's complaint and Defendant's counterclaim, finding it had been Plaintiff's burden to contact Defendant to close and that Plaintiff had failed to do so without any explanation for its lack of diligence. The Supreme Court affirmed, holding that the trial justice did not err in its judgment where Plaintiff presented no evidence either explaining its silence or supporting its contention that it was, after the due-diligence period, ready, willing, and able to perform under the contract.
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