Edge Group WAICCS LLC v. Sapir Group LLC
United States District Court, Southern District of New York
705 F. Supp.2d 304 (2010)
Sapir Group (defendant) agreed to pay Edge Group (plaintiff) $20 million for its interest in a holding LLC that indirectly owned a tenancy-in-common share of Las Vegas real estate subject to significant transfer restrictions, but Sapir backed out at closing due to changed market conditions. Edge sued for specific performance, and although the same appraiser had valued the underlying property at $788 million before the market declined, he later reasserted that same figure at closing without factual support; Sapir admitted under oath it could have completed the sale but chose not to, then months later claimed it was too financially distressed to perform.
Whether, for a breach of contract, an equitable remedy is available only if legal damages cannot be proven with reasonable certainty.