The non-breaching party may seek specific performance, termination fees, or damages depending on the agreement's remedy structure. Disputes typically involve whether conditions were satisfied and whether a termination right existed.
Condition satisfaction is the threshold question.
Alternative Names:
Closing Failure|Refusal to Close
Why it Matters?
Whether closing conditions were satisfied determines everything, since a buyer with a valid termination right owes nothing while one that walked without grounds faces the full remedy structure. Bring-down certificates and closing condition analysis therefore become the litigation focus. Damages measurement is difficult where specific performance is unavailable, which is why negotiated fee structures dominate over damages claims in practice.
Frequently Confused with
Related terms
Frequently asked questions
What is the threshold question?
Why do fee structures dominate?
