Baybridge seeks Specific Performance for Contractual Liabilities of Sunset LG Realty LLC
May 04, 2022, Eastern District of New York – Baybridge LOK Holdings, LLC (“Plaintiff/Debtor”) files a complaint against Sunset LG Realty LLC (“Defendant”) for specific performance and declaratory relief.
The complaint states that Debtor Baybridge (as the “Buyer”) and Sunset (as the “Seller”), entered into an Agreement for Purchase and Sale of Real Property and Escrow Instructions dated as of December 1, 2021 (“Sunset PSA”), pursuant to which Sunset would sell the Property to Baybridge. The Baybridge contends that it deposited $3,000,000 as an “earnest money deposit” to be held by a specified escrow holder. The Plaintiff claims that the transfer of the Property to Baybridge did not take place on the closing date because Sunset “was not ready, willing nor able at that time to close on the sale” of the Property to Baybridge, and is “not now ready, willing and able to close on the sale” of the Property to Baybridge.
Baybridge claimed that on May 2, 2022, Sunset purported to terminate the Sunset PSA through a termination letter on the grounds that the closing did not take place, and further “demanded” that the escrow holder remit the earnest money deposit to Sunset by wire transfer. However, Baybridge, through its complaint, claims that the Plan of Reorganization for the Baybridge confirmed by the Court “prohibits Sunset’s attempts” to collect the earnest money deposit. The agreement of sale allegedly provided that in the event of a default by Sunset, including for material misrepresentations, Bayridge may seek specific performance of the sale agreement, among other remedies. Hence, Baybridge alleges material breach of Sunset PSA and claims itself to be “entitled to specific performance”.
Baybridge seeks a declaratory judgment to determine the rights of the parties, and issue a judgment declaring that Sunset “was not ready, willing and able to close” on the closing date, and that the Termination Letter is void and “violated the injunction” contained in the Confirmation Order.
The case is Baybridge Lok Holdings LLC v. Sunset LG Realty LLC (In re Baybridge Lok Holdings LLC), AP No. 22-01032, US Bankruptcy Court for the Eastern District of New York.
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