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GARNET MINE, LLC v. BRANDOLINI

June 13, 2001

GARNET MINE, LLC, PLAINTIFF,
V.
LEWIS J. BRANDOLINI, III., ET AL., DEFENDANTS



The opinion of the court was delivered by: Reed, S.J.

MEMORANDUM

This is the case of a complex multi-million real estate development transaction gone awry. Presently before this Court is the motion of plaintiff Garnet Mine, LLC ("Garnet Mine") for a temporary restraining order and preliminary injunction (Document No. 2) pursuant to Federal Rule of Civil Procedure 65. For the reasons that follow, plaintiff's request will be denied.

Background

At the core of this case are two contiguous tracts of real property (the "property") totaling 75 acres and located in Bethel Township, Delaware County, Pennsylvania. Defendant Lewis Brandolini, III ("Brandolini") became equitable owner of the property pursuant to two separate agreements of sale with the Estate of Catherine A. McLaughlin, by its Executrix, Catherine H. McLaughlin, and the Estate of Edward D. McLaughlin and Mary Louise McLaughlin (the "McLaughlin Agreements"). Pursuant to the McLaughlin Agreements, Brandolini submitted to Bethel Township for approval certain final subdivision plans for residential development prepared on his behalf by Brandywine Valley Engineers ("BVE"). Under the BVE plans, the property was divided into 200 separate residential dwelling lots for some single houses and some semi-detached "twin" houses.*fn1 Eventually, these lots were divided into four separate sections. Garnet Mine later expressed the desire to change the "twin" homes into townhomes.

Buyer [Garnet Mine] shall have a twenty day period commencing on September 1, 1999 within which to negotiate with Seller [Brandolini] for the purchase and sale of those lots that are part of the Estate Property but are not part of the Buyer's Property as defined in this Agreement (hereinafter, the "Seller's Lots"). . . .If Seller is willing to negotiate, then Buyer must submit an offer to purchase Seller's Lots within the applicable twenty day period. Provided Buyer does so, within five days of receiving such offer Seller shall either accept it, or shall make a counter-offer, or shall describe the basis upon which Buyer is invited to submit an acceptable offer.

(Id.)*fn2 (emphasis added). Extension dates were later incorporated by way of amendments to the Agreement, and parties ultimately decided set a November 12, 1999 deadline by which Seller was to accept Buyer's offer. (Pl.'s Ex. 3 at ¶ C.)

On or about October 20, 1999, Jay Sonecha ("Sonecha"), on behalf of Garnet Mine, made the following written offer by letter, provided in relevant part, for the purchase of the section 1 lots:

(i) $55,000 for each single family detached lot, and
(ii) $31,500 for each semi detached lot for a total consideration of $2,148,000; subject to the same terms and conditions as established in the Contract for our purchase from you of the Buyer's Lots comprising the McLaughlin Property, but with the appropriate adaptions to take into account the fact that, as purchaser of all the lots comprising the McLaughlin Property, certain conditions for our benefit, and certain retained rights for your benefit, would either become unnecessary or require modification

(Pl.'s Ex. 4.) On October 27, 1999, Frederick Snow ("Snow"), on behalf of Brandolini, faxed a copy of the offer back to Sonecha with the following note handwritten in the corner:

This is okay subject to acceptable changes to existing Agreement of Sale and based on one settlement for all the lots including the 142 Lots currently under contract.

(Id.) On November 12, 1999, Snow sent a letter to Sonecha stating in relevant part:

This is to confirm that we have agreed that you would receive a credit of $120,000 at the closing for the entire 184 Twins/Towns and 15 Singles. I would request that your additional deposit of $150,000 be increased to $250,000 to reflect the change in the entire contract amount. In addition we would ...

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