42 Pa. D. & C.5th 559
Pennsylvania Court of Common P...2014Background
- Buyers signed Feb 2, 2013 agreement to purchase 115+ acres for $500,000; time was stated to be of the essence and closing within 30 days (by March 4, 2013).
- Seller was Scenic View Farms, Inc., a Pennsylvania corporation, represented by Peter Martin; Martin later claimed the corporation did not exist at the time of conveyance.
- On March 4, 2013 no closing occurred; seller did not tender deed or good title, and buyers did not tender purchase funds.
- After initial delays, seller sought to cancel the contract via March 15, 2013 correspondence; buyers later sought specific performance.
- Deeds and record chain show a 1974 transfer to Scenic Farms, Inc. (non-existent), then a 1976 correction to Scenic View Farms, Inc. (incorporated 1975); later transfers created a complex title chain involving a de facto partnership and Peter Martin.
- Trial court held the title issues and the parties’ conduct affected whether time was strictly enforceable, and ultimately ordered a limited extension for a settlement period rather than rescission.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether strict adherence to the closing deadline is enforceable. | Dowds argue time is of the essence and failure to close by March 4 breaches. | Martin contends the parties could rescind due to non-tender; time was essential. | Time was waived by conduct; not strictly enforceable. |
| Whether tender of performance was required given title defects. | Dowds required to tender funds; title issues were not resolved. | Seller never tendered deed or cleared title; tender would have been futile. | Tender not required due to futility and title defects. |
| What is the effect of transferring to a non-existent corporation on title. | Transfer to non-existent corporation nullifies seller’s title chain. | Deed intended to correct ownership after incorporation; title remains with seller through proper entities. | As of record, Peter Martin owns the property; transfer should come from him. |
| Whether specific performance should be granted given the circumstances. | Equity favors enforcing the contract to complete settlement. | Buyer delay and seller’s actions justify rescission. | Specific performance granted with a reasonable extension for closing. |
| Whether the court should permit a delay to complete settlement based on equity. | Equitable relief warranted due to seller’s deliberate delay and silence. | Delay harmed seller; rescission preferred. | Buyers given a reasonable period to complete settlement. |
Key Cases Cited
- Cohn v. Weiss, 51 A.2d 740 (Pa. 1947) (tender of performance required for specific performance; time of essence requires diligence)
- Irvin v. Bleakley, 67 Pa. 24 (Pa. 1878) (tender prerequisite to decree; performance must be offered by plaintiff)
- Moser v. Jacob Brown Building & Loan Ass’n, 182 A. (Pa. 1936) (waiver of time not automatically extinguishing obligation when time is of essence)