## Facts

- John Giannini, doing business as J.G. Sewer Contractors, agreed to purchase a unit in a condominium complex to be built in Glenview, Illinois, and paid $62,330 in earnest money.
- The building containing the unit was constructed, but the building was never formally declared a condominium, so the contemplated condominium conveyance did not occur.
- Record title to the property was held by First National Bank of Des Plaines as trustee under a land trust; the developer was Frank R. Stape Builders, Inc.; Unity Savings Association held a mortgage interest.
- Giannini sued seeking: (1) specific performance of the purchase agreement against Unity, the developer, and the trustee bank; and (2) damages against the developer and the trustee bank.
- After suit was filed, the State dissolved the developer for failure to pay franchise taxes.
- Unity moved to dismiss the specific-performance claim under Illinois procedure, asserting the unit did not legally “exist” without a condominium declaration and that specific performance would be uneconomical and cause undue hardship given market conditions.
- The trial court dismissed the specific-performance claim against Unity and later denied Giannini leave to amend to add additional equitable theories (including constructive trust and vendee’s lien), then entered an appealable finding.

## Issues

1. Whether dismissal of the specific-performance claim was proper where the building was constructed but no condominium declaration had been recorded, and Unity asserted economic hardship and “economic waste.”
2. Whether the trial court abused its discretion by denying leave to file an amended complaint adding additional legal and equitable claims arising from the same transaction.

## Decision

- The appellate court reversed the dismissal of the specific-performance claim and remanded.
- The court held that the absence of a condominium declaration did not make performance impossible where the building physically existed and the defendants could take steps to complete the condominium conversion and conveyance.
- The court rejected Unity’s reliance on alleged economic hardship and market conditions as a sufficient basis to bar specific performance on the pleadings.
- The court held that denying leave to amend was an abuse of discretion because the amendment would not unduly prejudice Unity and would permit full litigation of the dispute.
- The case was remanded for further proceedings consistent with these rulings.

## Legal Principles

- A buyer under a valid contract for the sale of real property is generally entitled to specific performance absent fraud or oppression.
- Real property is treated as unique; damages are ordinarily inadequate where a valid land-sale contract exists.
- Impossibility or undue hardship may bar specific performance only in great and unforeseen circumstances, and the party resisting performance bears the burden of showing a sufficient excuse.
- A party may be precluded from taking a litigation position inconsistent with a prior position in related proceedings (judicial estoppel).
- Leave to amend pleadings should be freely granted when justice requires and the opposing party will not suffer undue prejudice, particularly where the amendment concerns the same underlying transaction and facts.

## Conclusion

The appellate court held that a purchaser could pursue specific performance of a condominium purchase agreement even though the developer never recorded a condominium declaration, and it ordered further proceedings after finding both the dismissal of specific performance and the denial of leave to amend were erroneous.


Giannini v. First Nat’l Bank of Des Plaines, 136 Ill. App. 3d 971, 483 N.E.2d 924 (Ill. App. Ct. 1985)