## Facts

- Homeowners William and Jane Indoe listed their Bernardsville, New Jersey residence for sale; John and Christine Dwyer later expressed renewed interest.
- Christine Dwyer submitted an offer of $225,000 and signed a standard realtor-printed form contract; she believed it was only a preliminary bid and that a final agreement would be prepared with counsel.
- The Indoes signed the same document that evening.
- The form included typed contingencies for a $75,000 conventional mortgage within 20 days and a termite inspection within 7 days.
- The contract also included a typed attorney-approval clause making the contract (except as to price and financing terms) contingent on approval by both sides’ attorneys within three business days, with approval deemed given unless written disapproval/objection/amendment was delivered within that period.
- After learning certain personal property (including wall-to-wall carpeting) would not be included, the Dwyers consulted counsel.
- Within the three-business-day period, the Dwyers’ attorney delivered written notice withholding approval and stating the Dwyers would not proceed.
- The Indoes sued for breach, arguing the attorney-approval clause did not permit disapproval for the reasons given and did not allow unspecified or generalized disapproval.
- John Dwyer had not signed the contract; the only indication of his involvement was a clause stating the deed would be taken in both spouses’ names.

## Issues

1. Whether the attorney-approval clause permitted counsel to disapprove the contract broadly (subject only to good faith), or whether disapproval had to be objectively reasonable or limited to certain categories of defects.
2. Whether a non-signing spouse is bound as a purchaser when only the other spouse signed and the contract contemplated a deed in both names.

## Decision

- The court granted summary judgment for the defendants.
- The court held the attorney-approval clause created a condition to enforceability; timely written withholding of approval prevented a binding obligation to purchase from arising.
- The court construed the clause to permit broad attorney disapproval based on professional judgment, limited only by good faith, and not constrained by an external reasonableness test or restricted subject matter review.
- The court held John Dwyer was not bound because he did not sign and there was no sufficient proof of agency authority to bind him merely from the deed-in-both-names term.

## Legal Principles

- An attorney-approval clause in a residential real estate contract may operate as an express condition to enforceability; if the condition fails, there is no enforceable duty to close.
- Where the clause permits attorney approval/disapproval in general terms, an attorney may withhold approval for any good-faith professional reason, including substantive transaction terms, not only title or formal defects.
- A court will not impose an objective “reasonableness” limitation that narrows the disapproval right granted by the parties’ agreement, absent contractual language doing so.
- A spouse who does not sign a purchase contract is not personally bound solely because the contract contemplates taking title jointly; binding the non-signing spouse requires signature or competent proof of authorized agency.

## Conclusion

Because the Dwyers’ attorney timely withheld approval in writing under a clause functioning as a condition to enforceability, no binding purchase obligation arose and the defendants were not in breach; the non-signing husband was not liable absent evidence he executed the contract or authorized his wife to bind him.


Indoe v. Dwyer, 176 N.J. Super. 594, 424 A.2d 456 (Law Div. 1980)