Empire Acquisition Group, LLC v. Atlantic Mortgage Co., 35 A.3d 878

Empire entered a Sales Agreement and Deposit Receipt to buy a vacant Rhode Island lot for $80,000 with a $3,000 deposit and a 90-day due-diligence period.
The agreement allowed unilateral termination if inspections were unsatisfactory and did not condition closing on permits; it stated closing in 100 business days or as agreed.
Defendant granted three extensions of the due-diligence period at plaintiff’s request, extending the end date to March 27, 2006.
Plaintiff obtained necessary permits from DOT and DEM before March 27, 2006, but never closed on that date or thereafter.
On June 5, 2006, defendant informed plaintiff that extension agreements expired and offered a renegotiated price; plaintiff asserted intent to close without modification.
Plaintiff filed suit October 3, 2007 seeking specific performance and damages; defendant counterclaimed for declaratory relief and breach of contract, and summary judgment was granted in defendant’s favor.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Was time of the essence in the contract?	Time not essential; extensions show leniency.	No explicit time is of the essence clause; extensions show non-essential timing.	Time not of the essence; no genuine issue of material fact on reasonableness.
Whether plaintiff acted reasonably and in good faith after the final extension	Plaintiff was ready, willing, and able to perform.	Plaintiff failed to communicate or pursue closing after final extension.	Plaintiff's unexplained inaction after final date was unreasonable; no trial issue.
Whether summary judgment was proper based on undisputed facts	Disputed facts over reasonableness and diligence.	Past practice showed extensions would be granted; silence after final date maps to abandonment.	No genuine issue of material fact; defendant entitled to judgment as a matter of law.

Lajayi v. Fafiyebi, 860 A.2d 680 (R.I. 2004) (time is not automatically essential unless stated)
Jakober v. E.M. Loew’s Capitol Theatre, Inc., 107 R.I. 104, 265 A.2d 429 (R.I. 1970) (time provisions require reasonableness in performance)
1800 Smith Street Associates, LP v. Gencarelli, 888 A.2d 46 (R.I. 2005) (time is not presumed essential without explicit language)
Parker v. Byrne, 996 A.2d 627 (R.I. 2010) (reasonableness depends on circumstances)
Thompson v. McCann, 762 A.2d 432 (R.I. 2000) (delays in real estate transactions often excused if reasonable)
Keystone Properties and Development, LLC v. Campo, 989 A.2d 961 (R.I. 2010) (passage of time can show abandonment of an agreement)