Question
Please help me with these two questions questions: As a refresher, you sorted through the madness between Guiseppi Holdings (Guiseppi) and Precious Properties (Precious), where
Please help me with these two questions questions:
As a refresher, you sorted through the madness between Guiseppi Holdings ("Guiseppi") and Precious Properties ("Precious"), where Guiseppi was looking to sell two of its bare land lots (Lots 27 and 28) in North Hillwood, British Columbia.
On April 1, Mr. Guiseppi called Ms. Jafari, the president of Precious, offering to sell Lots 27 and 28 for $5.5 million. On April 2, Ms. Jafari called Mr. Guiseppi to accept the offer, and later that day, the parties entered into a written contract. The completion date for the transaction (i.e., the day when Precious would pay for the properties and Guiseppi would transfer the legal title to the properties) was May 15.
Question 1
The signed contract contained a clause stating the following:
This contract is subject to Precious obtaining satisfactory mortgage financing, on or before April 12, for an amount of at least $4.0 million at an interest rate not to exceed 3.0% per annum.
On April 6, Ms. Jafari heard a rumour (from a credible source) that the Hillwood city council was seriously considering building a new subway system in South Hillwood. Therefore, real estate development would be much more profitable in South Hillwood, as opposed to North Hillwood. As a result, Precious abandoned any effort to find mortgage financing for Lots 27 and 28, and on April 12, Ms. Jafari called Mr. Guiseppi to tell him that Precious had not obtained mortgage financing for Lots 27 and 28, and therefore, the contract was terminated.
Has Precious acted within the law in discharging this contract?
Question 2
Ignoring the facts within Question 1, imagine that Precious obtained appropriate financing and communicates to Guiseppi on April 12 the intention to proceed with the contract.
Precious wished to build on Lots 27 and 28 as soon as possible, so on April 2, it hired an architectural design firm to help them with the design of the development. On April 5, an employee of the architectural firm visited Lots 27 and 28 to get an exact measurement of their sizes. She measured the total size to be 104,564 square feet. Ms. Jafari was surprised at this number, as the contract she signed with Guiseppi had a term in it stating the following:
The total size of Lots 27 and 28 is 108,100 square feet.
A second company hired by Precious verified the architectural firm's measurements. Therefore, on April 11, Ms. Jafari called Mr. Guiseppi to tell him that, because Guiseppi has breached the contract with respect to the size of Lots 27 and 28, Precious is entitled to terminate their contract, and they would do so.
Is Precious correct here?
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