Contract for the sale of land; Whether plaintiff-buyer terminated the contract; Specific performance remedy

Noting that the text message on which defendants relied was unclear on its face, and that both they and plaintiff-buyer later took actions indicating a belief that the contract was still in effect, the court concluded that the text message was ambiguous. Further, plaintiff produced evidence showing that he did not intend for the message to terminate the contract, while defendants did not offer any evidence to establish a material fact question as to whether he intended to terminate it and did so. The court also held that specific performance was the proper remedy. Thus, it affirmed the order granting plaintiff summary disposition, denying defendants summary disposition, and dismissing their countercomplaint. Defendants contended that plaintiff’s text message to their representative constituted his “termination of the purchase agreement,” while he asserted it was simply “an attempt to renegotiate the price, which, when rejected by defendants, meant that the original purchase agreement terms remained in effect.” The court found that it was ambiguous on its face. It could “conceivably be viewed as a termination of the contract. On the other hand, it is questionable whether a text message may serve as a ‘written notice’ and the text language is in broken language and incomplete.” Further, it did not unequivocally say plaintiff wanted to terminate the contract. Instead, he suggested different terms upon which he wanted to close. The issue came down to intent. Defendants offered only the text message and email correspondence between plaintiff and an environmental consultant to support their summary disposition motion. Among other things, plaintiff showed that after he sent the text, he hired an architect for the property and his broker sent defendants’ representative a copy of plans for it. The court noted that all of his “actions and documentation support that plaintiff did not view the text as a termination of the contract. In addition,” the trial court noted that the contract’s “due diligence provision” provided that upon written notice of intent to terminate the contract being “sent to defendants within the 60-day due diligence period, ‘the Deposit shall be refunded in full termination of this Agreement.’ Defendants did not return plaintiff’s $15,000 deposit after receiving the” text.