South Coast Merced Land v. Red Mountain Asset Fund
Red Mountain Asset Fund II, LLC (Red Mountain) agreed to sell real property to South Coast Merced Land, LLC (South Coast). The agreement included an “outside closing date,” and provided that the agreement would terminate if escrow had not closed by the date specified. The outside closing date came and went, and escrow had not closed. Red Mountain therefore notified South Coast the agreement was terminated. South Coast sued for specific performance of the agreement. The trial court granted a motion in limine to exclude inadmissible parol evidence regarding the meaning of the agreement, and then granted Red Mountain’s motion for judgment on the pleadings. The court did so on the ground there was no reasonable interpretation of the agreement that would give South Coast a cause of action for specific performance. South Coast appeals.
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