Background
Chaim Laibel Newhouse and other purchasers contracted to buy real property from SSMG Realty and related defendants. When the transaction did not close, the purchasers sued for specific performance, seeking a judgment compelling transfer of the property rather than money damages. Both sides moved for summary judgment on that claim, with the sellers contending that the purchasers could not prove they were ready, willing, and able to close.
Supreme Court, Richmond County, granted the purchasers summary judgment and rejected the sellers' cross-motion. The purchasers later sought entry of judgment, while the sellers requested a stay pending appeal. The resulting judgment conditionally directed transfer of the property and, while appellate review remained pending, required closing information and documents and allowed the purchasers access to the premises without requiring an immediate conveyance.
Specific performance is an equitable remedy particularly associated with real property because each parcel is considered unique and damages may not provide the promised bargain. Even so, a purchaser cannot obtain an order compelling conveyance without demonstrating its own performance and ability to close. The readiness requirement prevents a buyer from using litigation to hold a seller to a transaction the buyer could not actually complete. On summary judgment, that showing must be made with evidence rather than an assurance of future performance.
The Court’s Holding
The Second Department affirmed. A purchaser seeking specific performance of a real-estate contract must show substantial performance of its own contractual duties, readiness, willingness, and ability to complete the remaining obligations, the seller's ability to convey, and the absence of an adequate remedy at law. The purchasers' proof satisfied those elements and established entitlement to judgment as a matter of law.
The sellers failed to raise a triable factual issue concerning the purchasers' capacity to close. The panel also upheld entry of judgment under CPLR 5016. Because the judgment expressly awaited the appeal's outcome, it did not immediately compel transfer; the interim requirements concerning documents and property access appropriately prepared the transaction for closing if the purchasers prevailed.
The appellate court also separated review of the earlier order from review of the final judgment. The direct appeal from the later order was dismissed because entry of judgment terminated that route, but the underlying issues remained reviewable on the judgment appeal under CPLR 5501(a)(1). Similarly, the separate appeal from the October 2023 order was dismissed in the companion disposition because those issues were carried into review of the judgment. Practitioners should track merger rules carefully when interlocutory rulings culminate in a final judgment.
Key Takeaways
- A buyer seeking specific performance must affirmatively prove readiness, willingness, and financial ability to close.
- Once the buyer makes that prima facie showing, a seller needs admissible evidence creating a genuine factual dispute, not a conclusory challenge.
- A conditional judgment may preserve appellate review while requiring practical preparations for a later real-estate closing.
Why It Matters
For New York real-estate litigators, the decision reinforces that specific performance cases often turn on the quality of closing proof. Purchasers should assemble financing evidence, tender-related communications, satisfaction of contractual conditions, and proof that the seller can convey marketable title before seeking summary judgment.
The ruling also offers a useful procedural model when an appeal overlaps with closing logistics. A judgment can protect appellate rights and avoid an immediate conveyance while still ordering document production and access needed to prevent further delay if the sale ultimately proceeds. Because the opinion applies settled standards to a defined record, practitioners should preserve the documents, testimony, objections, and motion grounds that establish every element of the requested relief. The appellate result may turn as much on the burden of proof and procedural posture as on the governing substantive rule. Counsel should identify what the movant had to prove, what evidence the opponent offered in response, which arguments were preserved, and whether review is for legal error, evidentiary sufficiency, or discretionary abuse. Transactional, compliance, and litigation teams can then translate the holding into better contemporaneous records and more focused motion practice instead of treating the decision as a rule detached from its facts.