In Georgetown Crossing, LLC v. Ruhl, (Del. Ch., Dec. 5, 2006), read opinion here, the Chancery Court addressed a claim by the proposed purchaser for specific performance of a land contract for a former farm that was to be developed into a housing subdivision. The relief was denied in large measure due to the purchaser’s (perhaps inadvertent) notice of defect in title to the property the day before the scheduled closing. That notice had the result, based on the terms of the parties’ agreement, of terminating the agreement due to the inability of the seller to cure the defect prior to the scheduled closing date.
In a 31-page opinion, the court reasoned that if the purchaser’s attorney had merely insisted upon compliance with a subdivision obligation, instead of "good, marketable title", the purchaser would have been able to waive title defects. As it turned out, however, by insisting the day before closing that the seller cure title defects, the purchaser put the seller in breach, thereby invoking the termination provisions and barring the purchaser from pursuing specific performance as a remedy.