Laserfiche WebLink
5 <br /> <br />A. Defendants’ January Letter Agreement. <br />Defendants’ Letter Agreement referenced the planned Purchase Agreement and Closing <br />to be held after Continental was afforded inspection and met certain contingencies. (LA ¶ 1.1, <br />2.) It recognized its binding nature except for payment and other terms of the planned sale— <br />including a $6 million price and $1 million in refundable earnest money to be paid upon the <br />Purchase Agreement’s execution. (Id. at 1, ¶ 2.1(a)-(c).) In exchange, Continental would <br />acquire Lowry Grove, property related to managing the park, and leases. (Id. ¶ 2.1(d).) <br />Continental was guaranteed a 120-day “Inspection Period” to, among other things, evaluate the <br />homes, environmental assessments, and other materials provided by LG Partnership, and “obtain <br />redevelopment financing terms.” (Id. ¶ 1.1-.5.) It could cancel at any time upon making two <br />refundable payments totaling $70,000 (“Inspection Period Payments”). (Id. ¶ 1.3.) LG <br />Partnership was prohibited from giving information or cooperating with anyone else regarding <br />the sale (including park residents) and the arrangement was confidential. (Id. ¶ 1.4, 5.) The <br />Letter Agreement referenced the statutory right of first refusal, the exercise of which would <br />result in a refund of nearly all earnest money. (Id. ¶ 3.) Under planned terms, any “obligation to <br />purchase” would be “contingent upon” Continental’s “satisfactory due diligence investigation” <br />and “obtaining satisfactory redevelopment financing.” (Id. ¶ 2.1(j).) <br />B. Defendants’ April Purchase Agreement and Notification of Sale to Park Residents. <br />Over two months later, on April 26, LG Partnership notified residents that it planned to <br />sell the park to Continental, which in turn planned to close the park and redevelop the property. <br />(Compl. ¶ 12, Add. 000018-19; TVL Ans. ¶ 12.) The next day, Defendants executed the <br />Purchase Agreement, which outlined the property, leases and contracts that Continental would <br />assume, permits and licenses, and tenant deposits—all through incorporating exhibits detailing <br />27-CV-16-9809 Filed in Fourth Judicial District Court <br />8/5/2016 8:53:55 AM <br />Hennepin County, MN