Goldmann, Freund and Conford. The opinion of the court was delivered by Conford, J.A.D.
This is an appeal from a judgment of specific performance for the conveyance of certain realty in Bergen County. The nature of the legal questions presented necessitates setting forth the full text of the agreement upon which the action is founded.
"AGREEMENT made this 15th day of February, 1954 by and between TAPPAN DEVELOPMENT CORPORATION, a domestic corporation with its principal office at 1400 Broadway, New York
City, the 'Seller,' and EDWARD FRIEDMAN of 1440 Broadway, New York City, the 'Purchaser.'
WHEREAS, TAPPAN DEVELOPMENT CORPORATION, has title to certain land in the State of New Jersey, in the Borough or Village of Old Tappan, located in said Borough or Village, near or at the line of division between the State of New York and the State of New Jersey, and,
WHEREAS, said TAPPAN DEVELOPMENT CORPORATION has offered to sell said real estate to EDWARD FRIEDMAN upon certain terms and conditions,
Now, Therefore It Is Agreed As Follows:
1. EDWARD FRIEDMAN agrees to pay TAPPAN DEVELOPMENT CORPORATION at the rate of Four Hundred ($400.00) Dollars per acre for each acre actually conveyed to EDWARD FRIEDMAN, and the TAPPAN DEVELOPMENT CORPORATION agrees to convey said acreage to EDWARD FRIEDMAN for the aforesaid sum of Four Hundred ($400.00) Dollars per acre on demand by EDWARD FRIEDMAN.
2. The TAPPAN DEVELOPMENT CORPORATION agrees not to sell or convey any part of its real estate holdings in Old Tappan to anyone other than EDWARD FRIEDMAN for a period of one year from the date hereof without the express written consent of EDWARD FRIEDMAN to said conveyance. The purchaser shall pay the cost of preparing a description of the property to be conveyed.
3. The TAPPAN DEVELOPMENT CORPORATION make no representations whatsoever as to the character of the real estate involved, zoning ordinances, state of title, marketability of title, liens, encumbrances, sewers, encroachments or restrictions of any kind whatsoever, and agrees only to convey whatsoever title it has. In the event the title tendered by the TAPPAN DEVELOPMENT CORPORATION is rejected by EDWARD FRIEDMAN for any reason whatsoever, then the only obligation of the TAPPAN DEVELOPMENT CORPORATION shall be to return the money paid, and there shall be no further claims by either party against the other, be it for cost of examination of title, survey, or other expenses of whatsoever type or nature.
4. The sum of $400.00 is to be paid upon the execution of this agreement to Murray Zazeela, Esq., the attorney for TAPPAN DEVELOPMENT CORPORATION, to be held by him until title to the first acre of land to be conveyed hereunder is delivered to EDWARD FRIEDMAN. However, in the event no conveyance is executed pursuant to this agreement for any land whatsoever for a period of sixty (60) days from the date hereof, that is to say the 15th day of April, 1954, then this agreement shall be and become null and void and neither ...