Shapiro v. Grinspoon

This appeal concerns the plaintiffs’ 4 attempt to secure the return of a deposit made by them in an unsuccessful commercial real estate transaction. The questions presented are whether the plaintiffs had the right to terminate a purchase and sale agreement and, if not, whether a liquidated damages clause in the contract is enforceable. After a bench trial in the Superior Court, a judge ruled against the plaintiffs on both issues.

We draw the essential facts, which are not challenged on appeal, 5 from the judge’s memorandum of decision. In the late summer of 1985, the parties began negotiations…