## Facts

- EMF General Contracting Corp. contracted on March 3, 1998 to buy two vacant Bronx parcels (Lots 16 and 116) from Michael R. Bisbee and a nonparty co-owner for $7,500 per lot ($15,000 total).
- EMF paid a $1,500 down payment held in escrow by the seller’s attorney; the contract contemplated surveys and title work.
- The closing was set for “on or about April 30, 1998,” and the contract did not make time of the essence.
- EMF sought to combine the parcels with adjacent lots it already owned to develop residential housing.
- Surveys and title examinations revealed boundary/title problems involving adjacent property, creating uncertainty about delivering clear title to the contracted boundaries.
- Over several years, EMF worked with surveyors, title companies, and third parties to address the boundary-line issue; most of the delay was attributed to these efforts.
- During the delay, the property’s estimated value increased sharply (from the $15,000 contract price to roughly $170,000 by trial).
- Bisbee refused to close after EMF sought to proceed, asserting that the delay and appreciation made specific performance inequitable.
- EMF sued for specific performance (or, alternatively, damages); the trial court denied specific performance on equitable grounds and awarded limited monetary relief instead.

## Issues

1. Whether a purchaser may obtain specific performance of a land sale contract despite substantial delay when the contract lacks a time-of-the-essence provision and the delay is largely tied to resolving title/boundary problems.
2. Whether laches or sharp market appreciation, without more, constitutes sufficient prejudice to bar specific performance and limit the buyer to damages.

## Decision

- The Appellate Division reversed the trial court’s judgment.
- The court vacated the damages award and granted EMF judgment for specific performance at the contract price.
- The matter was remanded for further proceedings to implement the conveyance/closing.

## Legal Principles

- Because real property is treated as unique, specific performance is generally an appropriate remedy for a buyer when the seller breaches a land sale contract, absent countervailing equitable considerations.
- When time is not of the essence, a stated closing date “on or about” a particular date does not place a party in default at that date; delay must be assessed for reasonableness in context.
- Laches requires unreasonable delay and resulting prejudice; delay substantially attributable to diligent efforts to resolve title or boundary defects may be reasonable and not bar equitable relief.
- Market appreciation alone is generally insufficient prejudice to defeat specific performance of a fixed-price real estate contract where the buyer acted with reasonable diligence and the seller did not insist on time-of-the-essence performance.
- Monetary damages may be inadequate for a buyer seeking particular parcels for a specific development plan, supporting specific performance.

## Conclusion

The court ordered specific performance of the land sale contract, holding that the buyer’s largely justified delay in addressing boundary and title issues did not establish laches and that increased market value, standing alone, did not make specific performance inequitable.


EMF Gen. Contr. Corp. v. Bisbee, 6 A.D.3d 45, 774 N.Y.S.2d 39 (1st Dep’t 2004)