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