1. What Contractual Duty Does the Buyer Say You Breached?
Compare the buyer’s allegation with the signed agreement, riders, and amendments. A breach of contract claim requires more than dissatisfaction with the transaction. The documents must establish an enforceable obligation and a failure to perform when required.
Read Related Clauses Together
A rider may change the printed contract’s provisions on title, liens, or occupancy. Check which provision controls any conflict and whether later amendments changed the obligation.
GOL §5-703 generally requires a real property sale agreement, or a sufficient memorandum, signed by the party against whom enforcement is sought. A limited equitable exception involving part performance may apply.
Separate Conditions from Promises
An unmet financing or approval condition does not automatically establish a breach. Review required efforts, notice obligations, and cancellation rights. A condition that fails despite compliance differs from one that fails because a party neglected a contractual duty.
2. Records That Show Whether You Could Perform
Connect each disputed obligation to supporting documents. Public records identify recorded interests, while the contract determines what you agreed to deliver. A title exception or survey discrepancy must be assessed against the agreement’s requirements.
Match the Issue to the Evidence
| Disputed Issue | Contract Question | Useful Records |
|---|---|---|
| Title | What interests and exceptions must the buyer accept? | Deed and title report |
| Mortgage | How must payment and discharge occur? | Payoff statement and discharge records |
| Boundary or access | What description and restrictions apply? | Survey and easement records |
| Occupancy | Did you promise vacant possession? | Leases and surrender agreements |
A recorded mortgage does not alone establish an inability to close if the agreed arrangements permit its payment and discharge. Some title defects trigger contractual cure or cancellation provisions rather than immediate liability.
Locate Records and Preserve Correspondence
ACRIS provides recorded property documents for Manhattan, Brooklyn, Queens, and the Bronx from 1966 onward. Staten Island records follow the Richmond County Clerk’s system. Neither office decides contractual liability.
Keep complete emails, attachments, amendments, and delivery records. An isolated screenshot may omit an extension or qualification that changes the meaning of a demand.
3. Does the Notice Establish an Effective Deadline?
Distinguish an information request, a demand to perform, and a termination notice. Check the required recipient, delivery method, and event that starts the response period. A date in a letter does not, by itself, establish a valid default.
Check Any Opportunity to Cure
The agreement may allow time to correct a defect or require notice before termination. No single cure period applies to every sale contract. Confirm any extension in writing rather than relying on an unresolved discussion.
Review Closing Dates and Prior Extensions
An ordinary closing date does not necessarily make a short delay grounds for termination. When time is not already of the essence, clear, unequivocal notice allowing a reasonable time to perform may establish a firm deadline.
Assess both parties’ ability to close. The buyer’s financing, outstanding conditions, and performance may affect whether the buyer can place you in default.
4. Can the Transaction Continue or End by Agreement?
Consider whether the problem can be corrected within the contract’s terms. A written extension or revised closing arrangement may allow performance. Before signing, determine whether the change preserves existing objections or settles them.
Define the Remaining Work
An amendment should state what remains unfinished, who pays, and when performance is due. If the parties propose a holdback, specify its amount and release conditions. Lender or title insurer approval may also be necessary.
Review Deposit Release Separately
Termination does not automatically determine who receives the deposit. Check the default provisions and escrow agreement before requesting a release.
A negotiated termination should address deposit instructions, remaining claims, and continuing obligations. Returning the deposit alone may not resolve the buyer’s other demands.
5. If the Buyer Files a Claim in NYC
Court papers require a separate response even while settlement discussions continue. Identify whether the buyer seeks money, completion of the sale, or both. Specific performance is equitable relief; it is not automatic merely because real property is involved.
Identify the Court and Venue
A claim to compel a sale generally proceeds in Supreme Court. NYC Civil Court generally hears monetary claims up to $50,000.
CPLR §507 generally places actions affecting title, possession, use, or enjoyment in the property’s county. Money-only claims require a separate venue analysis, including applicable contractual provisions.
Keep Different Deadlines Separate
CPLR §213(2) generally provides six years for contract claims, ordinarily measured from the breach, subject to applicable exceptions and enforceable contractual limitations. That period does not extend notice, cancellation, or lawsuit response deadlines.
Appearance and answer deadlines depend on the papers and service method. Settlement discussions alone do not suspend them. Preserve the service documents and organize a dated record of demands, responses, and attempted performance.
26 Oct, 2026
