IMO Development Corp. v. Dow Corning Corp.

Plaintiff IMO Development Corporation (IMO) has appealed from a judgment on the pleadings in an action brought for damages for breach of contract involving a conveyance of real property by defendant Dow Corning Corporation (Dow Corning) and for declaratory relief as to the validity of a waiver provision in a later contract. Defendant for its part has appealed from that portion of the judgment awarding it attorneys’ fees because it believes that the award should have been larger.

Dow Corning owned nine acres of unimproved real property, and entered into negotiations to sell it to IMO, a developer. In October 1975, the parties first entered into an agreement under which Dow Corning agreed to sell the property and to help IMO obtain financing for the purchase of the land by executing all necessary documents. An amendment to this agreement explicitly provided that Dow Coming’s execution of the financing documents would in no way obligate it to repay the loans, that IMO would be responsible for all sums borrowed and that IMO would hold Dow Corning harmless for any liability incurred as a result of its execution of any financing documents.

To carry forward this agreement, IMO…