Voorheesville Rod & Gun Club (plaintiff) agreed to purchase a portion of E.W. Tompkins Company’s (defendant) land. Tompkins was to convey a warranty deed subject to all covenants, conditions, restrictions and easements of record and to zoning and environmental protection laws. Before the closing, Voorheesville requested Tompkins to comply with the subdivision requirements for the parcel. Tompkins did not seek subdivision approval, and Voorheesville refused to close. Tompkins then cancelled the contract and returned Voorheesville’s deposit. Voorheesville sued for specific performance of the contract and an order to compel Tompkins to seek subdivision approval. The trial court held that failure to obtain subdivision approval constituted a cloud on the title and ordered Tompkins to seek subdivision approval and to complete the sale. The appellate division affirmed, holding that the failure to obtain subdivision approval rendered title unmarketable. Tompkins appealed.