One New Alliance et. als. v. Pai-CHun Lin, et. als. BER-C-144-19

May 19, 2021

OUTCOME: We prevailed and the contract was enforced

CONTRACTS | REAL ESTATE New Alliance, LLC v. Lin, Superior Court Chancery Division, Judge DeLuca. The parties entered a purchase agreement in which plaintiff Krikor Kalfayan agreed to purchase real pr ... operty from defendants, for a purchase price of $1.9 million with $100,000 payable within one year of the agreement date and the balance by the following year. Kalfayan agreed to pay real estate taxes and provide liability and fire insurance; the parties agreed to split rent income through closing. Several years later in 2015, defendant and plaintiff One New Alliance entered into an agreement to purchase the property, with the agreement stating that ONA's members included plaintiff Kalfayan and Amrish Patel. The 2015 agreement stated that the purchase price was $1.7 million, with $170,000 paid at execution, $340,000 paid at closing, and the balance paid by mortgage . The property was to be sold "as is." Plaintiffs filed a breach of contract action; in response, defendants filed a landlord-tenant action against plaintiffs. The parties later reached a settlement, which acknowledged that the purchase price of the property was $1.7 million, with a $85,000 to be paid within five days, $435,000 at closing, and the balance by mortgage. Past real estate taxes were to be paid by plaintiffs. The parties later purported to negotiate a second revised settlement which defendants did not execute. Defendants contended that defendant Pai-Chaun Lin and his counsel did not have authority to bind defendants to the second settlement. The court found that defendants' counsel was authorized to conduct revised settlement negotiations. The court ruled that plaintiffs and their counsel were justified in presuming that defense counsel was also authorized to enter into settlement on behalf of defendants. Thus, the court ruled that plaintiffs' acceptance of defense counsel's proposed revised settlement created an enforceable contract. [Filed May 19, 2021]