Cantrell-Waind & Associates, Inc. v. Guillaume Motorsports, Inc.
Court of Appeals of Virginia
473 S.E.2d 743 (Va. Ct. App. 1996)
A brokered lease-purchase agreement gave Guillaume Motorsports (defendant) a purchase option the Bowers could exercise, with broker Cantrell-Waind (plaintiff) entitled to a commission only if the purchase closed by August 1, 1996; when the Bowers exercised the option in April 1996 and sought to close as soon as all conditions were met by July 19, Guillaume's president asked them to delay past August 1, and when they refused, falsely claimed to be out of the country until after that date even though he was actually available. The closing didn't occur until August 14, after the commission deadline passed, and when CW wasn't paid, it sued for breach; the circuit court granted Guillaume summary judgment on the theory it had no duty to close before August, and CW appealed.
Whether a party who deliberately prevents a condition precedent to another party's contractual benefit from occurring by a specified deadline may escape liability by pointing to a lack of any independent duty to act before that deadline.