Merritt Hill Vineyards, Inc. v. Windy Heights Vineyard, Inc.
Court of Appeals of New York
61 N.Y.2d 106, 472 N.Y.S.2d 592, 460 N.E.2d 1077 (1984)
Merritt Hill Vineyards, Inc. (Merritt Hill) (plaintiff) entered into a written agreement with Windy Heights Vineyards (Windy Heights) (defendant) to purchase a majority stock interest in Windy Heights’s vineyard. The agreement provided that Windy Heights would retain Merritt Hill’s $15,000 deposit tendered as liquidated damages if the sale did not close, provided that Windy Heights had obtained a title insurance policy and submitted mortgage confirmation to Merritt Hill by the date of closing. At the closing it was revealed that Windy Heights had not obtained the title insurance policy or provided mortgage confirmation. Merritt Hill refused to close and demanded the return of its deposit. When Windy Heights refused, Merritt Hill brought suit for the return of the deposit plus $26,000 in consequential damages. After Special Term denied summary judgment, the appellate division reversed as to the cause of action for return of the deposit of Merritt Hill, but dismissed on the issue of consequential damages. Both parties appealed.
Rule of Law
Holding and Reasoning (Kaye, J.)
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