Legal Environment of Business 8th Edition by Henry Cheeseman

تمرين 2

Liquidated Damages The Trump World Tower is a seventy-two-story luxury condominium building Cem Uzan and Hakan Uzan, brothers and Turkish billionaires, each contracted to purchase two condominium units on the top floors of the building. that was being constructed at 845 United Nations Plaza in Manhattan, New York. Donald Trump was managing general partner of the building. 845 UN Limited Partnership (845 UN) began selling condominiums at the building before the building was constructed. The condominium offering plan required a nonrefundable down payment of 25 percent of the purchase price. The purchase contract provided that if a purchaser defaulted and did not complete the purchase, 845 UN could keep the 25 percent down payment as liquidated damages.
Cem and Hakan were both represented by attorneys. Over the course of two years, while the building was being constructed, the brothers paid the 25 percent nonre-fundable down payment of $8 million. On September 11, 2001, before the building was complete, terrorists attacked New York City by flying two planes into the World Trade Center, the city's two tallest buildings, murdering thousands of people.
Cem and Hakan sent letters to 845 UN, rescinding their purchase agreements because of the terrorist attack that occurred on September 11. They alleged that it would be dangerous to live in a high-rise building in New York City. 845 UN terminated the four purchase agreements and kept the 25 percent down payments on the four condominiums as liquidated damages. Cem and Hakan sued 845 UN, alleging that the money should be returned to them. 845 UN defended, arguing that the 25 percent nonrefund-able down payment was an enforceable liquidated damages clause. Is the liquidated damages clause enforceable? Uzan v. 845 UN Limited Partnership , 10 A.D.3d 230, 778 N.Y.S.2d 171, Web 2004 N.Y.App. Div. Lexis 8362 (Supreme Court of New York, Appellate Division)