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Edge Group WAICCS LLC v. Sapir Group LLC

United States District Court, Southern District of New York
705 F. Supp.2d 304 (2010)


Sapir Group LLC (defendant) entered into a contract to buy Edge Group WAICCS LLC’s (plaintiff) interest in a holding limited liability company (LLC). This holding LLC was the sole member of a separate LLC that owned a share of Las Vegas real estate as a tenant-in-common with several other owners. This tenancy-in-common placed significant restrictions on the separate LLC’s ability to sell its interest in the real estate. However, Sapir and Edge had worked out a sale agreement that allowed Sapir to buy Edge’s interest in the holding LLC for $20 million. At the time of the closing, Sapir changed its mind due to changing market conditions and refused to complete the sale. Edge sued, seeking the remedy of specific performance to compel Sapir to complete the sale. Several months before the closing date, the value of the Las Vegas property had been appraised at $788 million. Despite significantly declining market conditions and without any factual support, the same appraiser claimed the property was still worth $788 million at the time of the scheduled closing. During the lawsuit, Sapir admitted under oath that it could have completed the sale but had decided it was no longer a good idea. However, two months later, Sapir argued that specific performance was inappropriate because Sapir was too broke to complete the sale.

Rule of Law


Holding and Reasoning (Dolinger, J.)

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