Contract – Option Contract – Ready, Willing, and Able

Buyers failed to produce evidence they were ready, willing, and able to close on the Property within a reasonable time after the closing date provided in the Option Contract, through no breach by the Seller.

The trial court did not err in ordering summary judgment in favor of Seller.

Buyers sued for specific performance of an option contract among other damages in superior court. Buyers appealed from the trial court order granting summary judgment in favor of Seller. To survive summary judgment, Buyers were required to produce evidence showing they properly exercised their option to purchase under the Option (thereby showing they had a contract to purchase the Property) and they were ready, willing and able to close by the closing date as required under the Option. Seller argued Buyers failed to properly exercise the Option. The Option Contract provided Buyers could exercise the option to purchase the Property, if at all. Based on this provision, the closing date was June 30, 2022, as the expiration date for both the Lease and the Option Contract was June 30, 2022.

Assuming Buyers properly exercised their option, the Option Contract became the purchase contract. There is a provision in the Option Contract that time was of the essence, but it could be argued this provision does not govern the closing date but rather only the date by which Buyers were to exercise their option. If the provision did not apply to the closing date, Buyers had a reasonable time after June 30, 2022 to be ready to close. There was, however, no evidence that Buyers were ready, willing, and able to close by the stated closing date or even six months after, when they commenced this action in 2023. We held this period of over six months was beyond any reasonable time Buyer had to close. Buyers’ failure to be ready to close within six and a half months (when they commenced this action) is not reasonable as a matter of law.

There is a duty of good faith and fair dealing implied in every contract between the contracting parties. This duty means the contracting parties will “not do anything which injures the right of the other to receive the benefits of the agreement.” However, we concluded this duty did not impose upon Seller any obligation to prepare a new purchase agreement where such agreement was required by Buyers’ chosen lender. At best, Seller may have had a duty to cooperate with Buyers in executing a new agreement prepared by Buyers to satisfy Buyers’ lender. And there is no evidence Seller otherwise unduly hindered or acted in bad faith in thwarting Buyers’ ability to meet the closing deadline. Accordingly, since Buyers failed to obtain a loan or otherwise show they had the ability to close the purchase of the Property within a reasonable time after June 30, 2022, through no breach by Seller, Seller was entitled to summary judgment on Buyers’ claims.

Affirmed.

McCall v. Zhang (Lawyers’ Weekly No. 011-279-25, 8 pp.) (Chris Dillon, J.) Appealed from Wake County Superior Court (Matthew T. Houston, J.) Satterfield Law, PLLC, by Daron D. Satterfield, for plaintiff-appellants. Gaskins Hancock Tuttle Hash LLP, by James M. Hash, and Andrew M. Simpson, for defendant-appellee. North Carolina Court of Appeals