Buyers held the successor to the deal but lost the house
In a letter dated April 30, 2021, All Mine told the buyers it would not honor the price in their Highland contract. They sued in May 2021 for breach of contract, seeking specific performance – a remedy that makes a party complete a deal rather than pay damages.
After a nonjury trial, the trial court sided with the buyers. It found All Mine had effectively merged with Highland, or was otherwise blocked from walking away, and ordered a closing within 90 days.
The appellate panel split the difference. It rejected the merger theory: a company that buys another’s assets usually does not inherit its contracts, and the “de facto merger” exception requires continuity of ownership. There was none. The widow received no stake in All Mine, and the only consideration was All Mine clearing Highland’s debt.
The buyers’ claim survived anyway. The panel upheld the finding that All Mine was equitably estopped from denying responsibility for the contract, given the facts and the trial judge’s credibility findings.
The house was another matter. A clear clause limiting damages is enforceable, the court held, and the buyers never showed they were “ready, willing, and able” to close. They had let their mortgage commitment lapse before All Mine backed out – a fact the panel treated as decisive.
