On appeal from the Superior Court of New Jersey, Chancery Division, General Equity Part, Cape May County, CPM-C-82-00.
Before Judges A. A. Rodríguez, Wells and Payne.
The opinion of the court was delivered by: Rodriguez, A. A., J.A.D.
NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION
Submitted: January 6, 2003
In this appeal, we hold that in a transaction involving the sale or lease of real estate, where the proposed contract has been prepared by a real estate broker, the three-day attorney review period mandated by caselaw and regulation,*fn1 commences to run on the day after the delivery of a fully-executed contract to the buyer and the seller. Moreover, there is one period of attorney review for both buyer and seller.
The facts are not disputed. Gordon Development Group, Inc. (buyer), agreed to purchase real property, located in Lower Township, from Peter Bradley (seller). The buyer sent the seller a signed, proposed contract, which had been prepared by a real estate broker. The contract contained the standard attorney review clause.*fn2 Seller signed the contract on September 26, 2000. The contract was delivered to the buyer through the parties' respective real estate agents on Thursday, September 28, 2000. The following Monday, October 2, 2000, the seller's attorney delivered a letter to the buyer disapproving the contract.
The buyer considered the cancellation untimely and filed this action for specific performance. The seller answered the complaint and moved for summary judgment. In opposition to summary judgment, the buyer argued that the contract provided for two independent periods of review, one for the buyer and one for the seller. Buyer also argued that"the seller's period of attorney review" commenced on September 26, the day the contract was signed by the seller. Buyer asserts that on that day, the seller had a fully-executed contract in his possession that had been delivered to him.
In support of his motion, the seller took the position that pursuant to governing case law, regulations, and the contract's terms, there is one attorney review period, and that here the period began to run when the fully executed contract was delivered to the buyer.
Judge John F. Callinan decided the motion. He found that the seller had three days after September 28, 2002, the date of delivery of the fully-executed contract, to disapprove it pursuant to the attorney review clause. Thus, the seller's disapproval of the contract was timely. The judge granted the seller's motion for summary judgment. Given this finding, the judge found it unnecessary to decide the"independent periods" argument.
On appeal, the buyer contends that the judge erred: because independent attorney review periods for buyer and seller are not only permitted by governing case law and regulations, [but] they better implement the policies underlying review periods and make the transfer of residential real estate more efficient and certain.
The New Jersey Association of Realtors® (Association) was granted leave to argue as amicus curiae. The Association, along with the seller, argues that there is a single three-day period. We agree with this latter argument.
The genesis of the attorney review clause in New Jersey was the settlement of a lawsuit between the New Jersey State Bar Association and the New Jersey Association of Realtor Boards. The lawsuit was brought to resolve the extent to which real estate brokers could be involved in drafting contracts for the sale or lease of real estate without engaging in the practice of law. In State Bar Ass'n, the Supreme Court exercised its constitutional responsibility ...