TOLL BROTHERS, INC. v. Chang Su-O Lin

MEMORANDUM OF DECISION, FINDINGS OF FACT, AND CONCLUSIONS OF LAW

I. INTRODUCTION

This case concerns the requirements of a Purchase and Sale Agreement (“PSA”) entered into between Chang Su-0 Lin, Hong Lien Lin, and Hong Yao Lin (the “Lins”) and Toll Brothers, Inc. (“Toll”). Exs. P-26, D-519. Plaintiff and Counter-Defendant Toll brought this suit against the Lins, alleging causes of action for: (1) rescission; (2) breach of contract; (3) foreclosure of contractual lien; (4) foreclosure of purchaser’s lien; and (5) declaratory relief. Second Am. Compl. (“SAC”), Docket No. 39. The Lins answered and filed counterclaims against Toll. Answer to SAC and Counterclaim (“Answer”), Docket No. 40. During trial, the Court granted the Lins’ motion to dismiss their own fourth, fifth, and sixth counterclaims. Docket No. 192. The Lins have five remaining counterclaims for: (1) declaratory judgment; (2) breach of contract; (3) breach of duty of good faith and fair dealing; (4) quiet title; and (5) promissory estoppel. See Def.’s Closing Trial Br., Docket No. 208.

Generally, Toll alleges that the Lins breached the PSA by constructing six utility vaults on Sub-Area 3, constructing a temporary power…