Oclar Properties, LLC v. Atlantic View Cemetery Association, A-0834-23

In 2014, Oclar Properties, LLC (Oclar) agreed to buy and develop part of a cemetery property owned by Atlantic View Cemetery Association, Inc. (AVC) to build five single-family homes.
The contract contained two contingencies: (1) Cemetery Board approval for the sale (to be secured by AVC) and (2) Planning Board subdivision approval (to be secured by Oclar), with deadlines and available extensions.
After initial approvals, the Planning Board denied the subdivision application, requiring a use variance, leading to years of litigation and additional applications by both parties.
In May 2017, the parties amended the agreement to increase the purchase price by $50,000 to address drainage improvements.
In November 2020, AVC attempted to terminate the agreement, citing missed deadlines; Oclar sued for breach of contract, specific performance, and related relief.
The trial court ruled for Oclar, finding AVC improperly terminated and breached the agreement, and ordered specific performance. AVC appealed.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Breach of Contract	AVC breached the agreement by improperly terminating after years of cooperation and relying on the contingencies process.	Oclar failed to meet contingency deadlines, so AVC validly terminated per contract terms.	For Oclar: AVC’s prolonged participation waived strict enforcement of deadlines and breached good faith.
Waiver & Equitable Estoppel	AVC’s conduct over years waived its right to terminate; Oclar relied on AVC’s continuing cooperation.	Any waiver was temporary; AVC retained right to terminate for unmet contingencies.	For Oclar: AVC’s actions waived the right to terminate and estopped asserting the delays as grounds for termination.
Specific Performance	Oclar should get specific performance as contract remained binding, and Oclar expended efforts in reliance on deal.	Specific performance is improper due to delay, possible price adjustment, and pending governmental approvals.	For Oclar: Specific performance warranted; AVC failed to show hardship or a basis for adjusting the price.
Enforcement of Unwritten Settlement Terms	Oclar sought to enforce settlement terms negotiated before AVC’s attempt to terminate.	AVC argued they couldn't be bound by terms negotiated after the contract was allegedly terminated.	For Oclar: AVC’s authorized attorney negotiated settlement; AVC bound by those terms for the Planning Board hearing.

Sons of Thunder, Inc. v. Borden, Inc., 148 N.J. 396 (implied covenant of good faith applies even with express termination rights)
Knorr v. Smeal, 178 N.J. 169 (discussing waiver and the necessity of intentional relinquishment of a known right)
Hirsch v. Amper Fin. Servs., LLC, 215 N.J. 174 (equitable estoppel bars repudiation when another relied to their detriment)
Marioni v. 94 Broadway, Inc., 374 N.J. Super. 588 (criteria for specific performance and assessment of equitable remedies)
Ridge Chevrolet-Oldsmobile, Inc. v. Scarano, 238 N.J. Super. 149 (specific performance and effect of governmental approvals on contract remedies)