Albertson's

This case arose out of an alleged violation of section 66499.30, subdivision (b) (hereafter section 66499.30(b)) of the Subdivision Map Act (Gov. Code, § 66410 et seq.) (the SMA), which generally prohibits the sale of real property for which a parcel map is required under the SMA until a parcel map is recorded in compliance with the SMA and any applicable local ordinance. In late 2004 Albertson’s, Inc. (Albertson’s), and Black Hills Investments, Inc. (Black Hills), entered into two nearly identical contracts (the contracts) under which Black Hills agreed to purchase from Albertson’s two parcels of then unsubdivided real property located in a shopping center development. Each of the contracts contained a provision that Albertson’s had the right to terminate the contracts unless Albertson’s obtained “all governmental approvals relating to any lot split [or] subdivision” prior to the closing date. A few weeks later, before the closing date, Albertson’s recorded a parcel map that subdivided the shopping center into four parcels, including the two that Black Hills had agreed to purchase. Later, however, Black Hills informed Albertson’s that it was terminating the contracts and…