Here's an engaging story inspired by a true case to answer a key question for successful business owners:

Can you accidentally walk away from a deal by trying to enforce it?

A Deal Half-Written Is a Deal Half-Lost

Most people in Newark knew Dan Villanova as the guy who built Parkside Hydraulics. Twenty-two employees. Good margins. Worked with every shipping company up and down the Turnpike. After thirty years of forklifts and loading docks, Dan had a new idea: spin off the logistics arm.

He found the space, an old packaging plant near the rail yard. Big footprint. Clear span. But what really made it viable was the adjacent lot, also owned by the seller. Without that extra parcel, trucks wouldn’t be able to turn around. The site wouldn’t function.

So Dan got ambitious.

He signed two separate purchase contracts, one for the main plant, and one for the lot next door. Both with the same seller. Two deposits. Two timelines. But all part of the same plan. Both were scheduled to close within a week of each other.

“I need both,” he told his lawyer. “This doesn’t work unless I close on both.”

The team flagged that early and tried to line things up. On the second contract, they added a clause allowing Dan to either recover his deposit or demand the seller close if there was a default. His lawyer warned him, “use that clause carefully.”

Then came the trouble.

About three weeks before closing, the seller started stalling. Emails took longer to arrive. Replies got shorter. What started as “just a few internal questions” eventually turned into “still under review.”

Dan started to worry they were dragging their feet to shop the deal. So he tried to send a message. His attorney sent a letter saying the seller was in breach, and Dan wanted his deposit back.

“I just want to shake the tree,” Dan said.

The seller responded immediately. “You’re terminating the contract by asking for your deposit. We’ll release it.”

And they did.

Two weeks later, Dan’s assistant came into his office with a stack of documents she pulled from the county clerk’s office. The seller had closed on the other contract, the bigger one, the plant, with someone else.

That’s when Dan lost it.

“She knew I needed both. She closed the back half and left me holding the bag.”

He sued alleging breach of contract, breach of good faith, and negligent misrepresentation. He even asked the court to force the seller to hand over the lot: specific performance.

His main argument?

“Section 13.1 gave me the right to get my deposit back and still demand the deal close. They broke the spirit of the deal. I never really walked away.”

But here’s what the court saw:

• Dan asked for his money back.
• The escrow agent returned it.
• The seller treated that as a termination.
• And the contract didn’t say Birch had to guess what Dan’s bigger plans were.

It didn’t matter that he had dreams of a two-property hub. That may have been the business goal, but it wasn’t baked into the legal structure.

The court dismissed Dan’s claims. The seller hadn’t breached. The escrow agent did nothing wrong. And Dan, by asking for the deposit, had elected to terminate the agreement, even if he didn’t realize it at the time.

He walked out of the courthouse with no deal, no leverage, and no refund of the legal fees either. Even the escrow agent couldn’t get their attorney’s fees reimbursed. The contract didn’t cover that kind of dispute.

Dan still runs Parkside. He’s got a smaller expansion plan now. He doesn’t like to talk about the case much, but if you press him, he’ll say the lesson came fast and hard:

“Next time I ‘shake the tree,’ I’ll make sure I don’t cut off the whole branch.”

The Takeaway for Business Owners

So dear business owners, remember, If your project spans multiple contracts, build in legal bridges between them. Otherwise, each contract stands alone, even if your business plan doesn’t.

This story is based on a real court case, with names and details modified for clarity and confidentiality. The legal principles remain the same, providing important lessons for business owners facing similar situations.

Are you wondering about any of the issues mentioned above? Please email us at info@wilkinsonlawllc.com or call (732) 410-7595 for assistance.

At Wilkinson Law, we give business owners the clarity they need to fund, grow, protect, and sell their businesses. We are trustworthy business advisors keeping your business on TRACK: Trustworthy. Reliable. Available. Caring. Knowledgeable.®