Jenny Kwan, et al. v. HFZ Capital Group, LLC, et al.

New York City, New York real property law lawyers represented the parties in an action for enforce a contract.



As an initial matter, any contractual waiver of plaintiffs - buyers' right to seek specific performance or a preliminary injunction was superseded by the May 2022 letter amendment to the real estate contracts, which provides that "nothing in this letter agreement shall be construed as a waiver of Purchasers' right... to seek specific performance if a closing for the sale of the Units to Purchasers does not take place within the period specified herein." In addition, the prior order's vacatur of the lis pendens was based on the agreements' express provisions that plaintiffs could not file lis pendens against the two units that plaintiffs contracted to buy (Kwan v HFZ Capital Group, LLC, 227 A.D.3d 592 [1st Dept 2024]). Respondents' argument that specific performance or injunctive relief is barred under the law of the case doctrine is thus unavailing, as it relies on an overbroad interpretation of the prior order.



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CONTRACT LAW. INJUNCTIVE RELIEF AND SPECIFIC PERFORMANCE. The case addresses whether a contractual waiver of the right to seek specific performance or preliminary injunction was superseded by a subsequent amendment, and whether the plaintiffs met their burden to demonstrate a likelihood of success on the merits for a preliminary injunction against the transfer of real estate units.



CONTRACT LAW. BREACH OF CONTRACT AND BAD FAITH. The court examined whether the plaintiffs submitted sufficient evidence to establish a prima facie case of the defendants' bad faith in a real estate transaction and their own ability to close the purchase.



EQUITY. UNJUST ENRICHMENT AND CONSTRUCTIVE TRUST. The judgment considered whether the existence of a valid contract

precludes recovery on unjust enrichment and whether the relationship between the parties justified a constructive trust.



Key Phrases Motion for injunctive relief. Contractual waiver. Specific performance. Breach of contract. Unjust enrichment.

Affirmed