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ROBERTS v. KARIMI
June 4, 2002
TODD M. ROBERTS, PLAINTIFF,
DR. MAHMOOD KARIMI AND JOHANNA KARIMI, DEFENDANTS.
The opinion of the court was delivered by: Arthur D. Spatt, United States District Judge.
MEMORANDUM OF DECISION AND ORDER
This action arises out of a claim by the plaintiff Todd M. Roberts
("Roberts" or the "plaintiff") against the defendants Dr. Mahmood Karimi
("M. Karimi") and Johanna Karimi ("J. Karimi") (collectively, the
"defendants") alleging that the defendants breached a contract to sell
their home to him. Also, the plaintiff asserts a claim for promissory
estoppel on the ground that he detrimentally relied upon the defendants'
promise to sell their home to him. Presently before the Court is a motion
for summary judgment by the defendants to dismiss the claim for
The following facts are not disputed. In the Spring of 1997, the
plaintiff contacted Deborah Foglia ("Foglia"), a real estate agent
employed by the defendants, to set up a tour of the defendants' vacation
home at 79 Dune Road in East Quogue, New York. After a tour, the
plaintiff negotiated to purchase the home through Foglia as intermediary.
The plaintiff never spoke with the defendants.
On or about May 27, 1997, Foglia prepared a memorandum of sale (the
"Memorandum") which reflected, among other things, that the home was sold
for $610,000, subject to some minor conditions. In particular, the
Memorandum contained the names and addresses of the plaintiff, the
defendants and their attorneys; the address of the property; the sale
price; a closing to be held "ASAP"; and a listing of the conditions of the
sale as "home inspection-termite, owner will hold $200,000 mortgage for 5
years, rental will be prorated at closing." At the bottom of the
Memorandum, Foglia signed her name under the line marked "Selling
Agent". The defendants never signed the Memorandum.
Shortly thereafter, M. Karimi described the above sale as follows in a
note to his lawyer:
The house is sold as is and as is rented.
Immediately after May 27, 1997, in order to secure a tax benefit, the
plaintiff designated the home at 79 Dune Road as replacement "like-kind"
property under the Internal Revenue Code (the "IRC"). In connection with
this designation, the plaintiff transferred his interest in an apartment
on May 29, 1997. At no time on or before May 27, 1997 had any person
informed the defendants that the plaintiff intended to designate 79 Dune
Road as a replacement "like-kind" property.
On June 17, 1997, the defendants' attorney sent the plaintiff's
attorney a standard-form real estate contract including a rider
specifying that the purchaser "agrees to take the premises as is," and
excised certain sellers' representations in the contract, namely,
representations that all mechanical and electrical systems including
heating, plumbing, and air conditioning would be in working order on the
date of the closing.
On June 25, 1997, the plaintiff's attorney sent the defendants'
attorney a letter suggesting certain changes to the standard-form
contract which included replacing the phrase "to take the premises as is"
with "to take the premises as is subject to the provisions of ¶
16(f) of the standard form." In addition, the plaintiff sought from the
defendants a six month warranty after the closing covering the plumbing
and heating systems.
On or about July 15, 1997, the plaintiff's attorney sent the
defendants' attorney an executed contract for the proposed sale of 79
Dune Road and a check for $60,000 as a security deposit. The signed
contract contained a sellers' warranty that all systems were in working
order. On July 16, 1997, the defendants' attorney sent the signed
contract to the defendants requesting that they sign it. The defendants'
attorney also deposited the $60,000 check in an escrow account.
On July 18, 1997, the plaintiff sold a second apartment and designated
79 Dune Road as the substitute property for a "like-kind exchange" under
the IRC. The defendants never executed the contract and refused ...
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