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7 <br /> <br />Purchase Agreement was identical to Continental’s with limited exceptions: (a) the name of and <br />references to the “Buyer” were changed from information about Continental to that about Aeon; <br />(b) the schedule of the closing triggered by completion of the inspection period was adjusted <br />based on the new Purchase Agreement date; (c) reference to the residents’ right of first refusal <br />was inapplicable and deleted; and (d) the Agreement did not include the exhibits (because LG <br />Partnership never provided them). (Compl. Add. 000051-80.) <br />When they received Aeon’s Purchase Agreement on Friday, June 10, Defendants did not <br />treat it as executed. Instead, without holding any discussions with Aeon, they closed their own <br />deal the next business day—Monday, June 13—two days before they were required to do so.3 <br />(Id. ¶¶ 18-19; TVL Ans. ¶¶ 18-19.) That morning, LG Partnership sent a letter to Aeon stating it <br />denied the park residents’ exercised right of first refusal because acceptance would result in a <br />deferred closing and “a whole new round of contingencies,” and it questioned whether Aeon <br />“had the ability to obtain funding.” (Compl. Add. 000094-95.) <br />LG Partnership also stated that it believed the signatures provided with Aeon’s executed <br />Purchase Agreement “were duplicative, incomplete, or by persons other than an owner of a <br />manufactured home.” (Id.) The parties disagree over whether Aeon had the requisite signatures.4 <br />Regardless, Defendants closed and transferred title on June 13. (TVL Ans. ¶¶ 18-19.) Then, on <br />                                                             <br />3 It is unclear exactly when the closing date was required to occur under Defendants’ version of the <br />Purchase Agreement because it was a contingent date, set to occur three business days after the end of the <br />Inspection Period, which would not begin until the later of the Purchase Agreement’s execution or <br />Continental’s receipt of “the last of the “property Documentation.” (PA § 6A.) The pleadings do not reveal <br />when the last of the “Property Documentation” was delivered, so the closing deadline is unclear. If the <br />Inspection Period was counted from the date of executing the Purchase Agreement (an event almost certain to <br />predate last delivery of documentation), the closing deadline would be June 15. 4 The parties also appear to dispute the required timing and manner in which Aeon needed to prove its <br />authority to purchase. When Aeon sent the executed Purchase Agreement, it enclosed pages from a petition <br />authorizing the purchase. (Id. ¶ 17, Add. 000081-92; TVL Ans. ¶ 17.) Aeon argues that, even if it were <br />required to prove authority to purchase at that time, the petition contained requisite signatures. Aeon <br />nevertheless submitted two pages inadvertently omitted from that disclosure two days later (on June 16). (Id.) <br />27-CV-16-9809 Filed in Fourth Judicial District Court <br />8/5/2016 8:53:55 AM <br />Hennepin County, MN