Advising on termination and damages after repeated delays in the final payment under a land purchase agreement for a real estate development project

After the developer of a real estate project signed an agreement to purchase the project site, it repeatedly failed to pay the balance of the purchase price, leading to issues of termination and damages between the sellers and the developer.

Attorney Jaehoon Lee represented the landowners who were selling the land, reviewed the legal options available in response to the delayed payment, and prepared a certified letter (content-certified mail) and a supplemental agreement.

The key issues were the requirements and procedure for terminating the agreement because of the buyer's repeated delays in paying the balance, the calculation and allocation of late-payment damages and liquidated damages, and how the down payment and interim payment already made would be treated upon termination.

Further questions were how ownership and boundaries of the land would be determined if the purchase agreement were terminated, and how to sort out the legal relationship among the several additional agreements and supplemental agreements that had been signed.

Attorney Lee reviewed the original land purchase agreement and the additional and supplemental agreements signed afterward, and analyzed the history of performance of the obligation to pay the balance and the legal relationships concerning termination and damages.

On that basis, he set out the buyer's failure to perform its contractual obligations and the sellers' tender of their own performance, and prepared a certified letter giving notice that the agreement could be terminated.

He also drafted a supplemental agreement providing for a further extension of the payment date for the balance, late-payment damages and liquidated damages, treatment of amounts already paid upon termination, surveying of the land being sold and clarification of its ownership, and the order of precedence between the existing agreement and the supplemental agreement.