Question
Fact Pattern: Real Property Trust, LLC v. Frank B. Cotter Plaintiff (referred to as RPT) is a limited liability company formed by Cory Miller. Miller
Fact Pattern: Real Property Trust, LLC v. Frank B. Cotter Plaintiff (referred to as RPT) is a limited liability company formed by Cory Miller. Miller became interested in a 11.43-acre property (the Property) located in San Luis Obispo. RPT's primary goal in purchasing the property was to make a profit for its investors. Cotter owns the Property but had never been to the property because he inherited it from his grandparents. His father (referred to as Father), is an experienced businessman who manages all aspects of the Property on Cotter's behalf. The only authority that Cotter did not delegate to Father was the responsibility for signing legal documents. Plaintiff and Father engaged in negotiations regarding the purchase of the Property. In March 2001, they reached a deal and RPT and Cotter entered into a written purchase and sale agreement with a sales price of $9.0 million and a close date of May 10, 2001 (i.e., the sale was meant to be completed on May 10, 2001). In late March 2001, RPT placed $100,000 in cash as a deposit and the parties agreed in writing to extend the close from May 10th to May 31, 2001. In mid-May, RPT sought a further extension to June 30, 2001 because of various due diligence issues that remained on both sides. On May 13, Father, who had represented Cotter in all previous negotiations, orally agreed to the extension. The parties continued with their due diligence during this period and met several times. However, Father (on Cotter's behalf) also accepted a $13 million back-up offer from another buyer. On June 14, Father told RPT, RPT's real estate agent and escrow agent that he was "cancelling the deal." The next day, on June 15, RPT filed a superior court complaint against Cotter. Questions: 1. What is RPT suing Cotter for, i.e., what is the legal claim? 2. What would RPT ask for as a remedy? 3. Does Cotter have any defenses? 4. If you were the judge in the case, how would you decide and why?
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