Pederson v. McGuire

The Pedersons (plaintiffs) sold property to Sioux Sound Co., whose president Robert McGuire (defendant) had visited the property and noticed a nearby railroad track; the purchase agreement set a closing date and boilerplate "time is of the essence" language, but specified no deadline for when Sioux Sound had to complete full payment or when the Pedersons had to deliver the warranty deed (due only "upon full payment"). After Sioux Sound's attorney discovered a railroad easement and license affecting the property and canceled the agreement, the Pedersons spent several months amending the railroad license to clear the title, but Sioux Sound still refused to perform; the Pedersons sued for specific performance, the trial court granted it (requiring the Pedersons to terminate the railroad's interest at their own expense, which they did), and Sioux Sound appealed, arguing the time-is-of-the-essence clause barred the delayed title-clearing.