Van Wagner Advertising Corp. v. S & M Enterprises

Barbara Michaels leased her building's façade to Van Wagner Advertising (plaintiff) under a contract letting Michaels cancel the lease if she sold the building; Van Wagner built a sign on the façade and subleased it to a third party. Michaels later sold the building to S & M Enterprises (defendant), which cancelled the lease. Van Wagner argued the cancellation clause only allowed Michaels herself to cancel before any sale, not a subsequent buyer, and sued for breach of contract seeking both damages and specific performance. The trial court agreed with Van Wagner's contract interpretation and awarded damages, but declined to order specific performance; both parties appealed, and the appellate court affirmed.