Specific Performance of Commercial Real Estate Purchase and Sale Agreement

Ferreira v. Oxford Realty & Trust, LLC et al.

Worcester Superior Court
C.A. 1785CV01734

Our office filed suit on behalf of a commercial tenant in Milford, who operated a diner on the property in question and had contracted with the owner to purchase the property after a short-term rental. Under the parties’ original purchase and sale agreement, the tenant deposited approximately 23% of the purchase price with the owner during the rental period.  After closing on the property was unable to be consummated as scheduled due to outstanding requests for c. 21E documentation on the property, the owner refused to a short-term extension of closing and demanded some $65,000 more from our client in order to purchase the property.

Our office filed suit in Superior Court for specific performance of the purchase and sale agreement or, in the alternative, for the return of deposits paid by our client pursuant to the P&S.  We sought and successfully obtained a preliminary injunction from the Worcester Superior Court (1) precluding the owner from selling the property until our litigation was concluded (2) consolidating any eviction action subsequently filed by the owner with our suit and (3) establishing a temporary monthly rent order that was approximately 25% of what the owner argued was the fair market rental value of the property.

The defendants soon returned to court with a request to modify the Court’s rent order.  On behalf of our client, we obtained a commercial real estate expert to assess the specific property in question and draft a report on the property’s fair market value.  The defendants’ requested modification was denied. The defendant property owner then filed a summary process action to evict our client from the premises, however, our suit for specific performance and the injunctive order previously entered by the court precluded this action from being expedited for trial.

Faced with a compromised rent order, increasing litigation costs and significant legal exposure, the defendant property owner agreed to convey the property to our client on highly favorable terms, including the credit of all deposits previously paid by the client.  An expedited closing on the property was consummated within days of reaching agreement.