Crabby's Inc. v. Hamilton

Hamilton and his assignee Paragon Ventures (defendants) contracted to buy a restaurant from Crabby's (plaintiff) for $290,000, subject to a provision requiring a written loan commitment within 30 days of obtaining financing or the contract would automatically terminate; the defendants obtained financing but never provided the written commitment, yet continued acting as though the deal was proceeding — agreeing on a closing date, making repairs, and beginning utility transfers — before backing out two days before closing. Crabby's sold the restaurant nearly a year later for $235,000 less than the contract price and sued for that difference; the trial court ruled for Crabby's, and the defendants appealed.