Kalogeras v. 239 Broad Avenue, L.L.C.

After a contested sixteen-day bench trial spanning a period of seven months concerning a $6,500,000 agreement of sale of a diner, this appeal boils down to a single, narrow issue: whether, in the absence of any contractual provision directly on point, the transfer of a liquor license pursuant to a contract for the sale of a business is specifically enforceable. The Chancery court determined that the condition precedent of prior governmental approval necessarily was implied within the contract, even though the contract was silent in respect of whether the transfer of the liquor license was…