Winchester Gables, Inc. v. Host Marriott Corp.

In this case the terms of the purchase and sale *586agreement (agreement) between the parties failed to address a contingency that ultimately arose when the buyer later resold the property that was the subject of the agreement; the resale might have triggered additional compensation to the original seller, but the formula contained in the agreement for calculating the additional compensation did not contemplate a portfolio sale of properties.

The plaintiff, Winchester Gables, Inc. (Winchester), sold Winchester Gables, a 124-unit senior retirement community facility (facility), to the defendants,…