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Greer Properties, Inc. v. LaSalle National Bank

Seventh Circuit

874 F.2d 457 (1989)

Relevant factsFree

Sellers LaSalle National Bank and Old Orchard West Venture (defendants) contracted to sell contaminated commercial property to Greer Properties (plaintiff), agreeing to clean up the property themselves but reserving the right to terminate if cleanup costs proved "economically impracticable"; after a new environmental assessment estimated cleanup at $190,000 to $240,000 -- which the sellers privately deemed impracticable without informing Greer -- a rival buyer, Searle (who had earlier walked away over a $500,000 cleanup estimate), made a new, substantially higher offer, and the very next day the sellers terminated their contract with Greer. Greer sued, arguing the sellers breached their implied obligation to exercise their termination discretion in good faith; the district court granted the sellers summary judgment, and Greer appealed.

IssueFree

Whether genuine factual disputes about a seller's motive for terminating a contract under a broad discretionary termination clause, exercised immediately after receiving a more lucrative competing offer, preclude summary judgment on a claim that the seller breached the implied duty of good faith and fair dealing.

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