Can I Sue a Seller for Fraud if They Don't Sign a Contract While Waiting for a Better Offer?

Full question:

I live in Massachusetts. Recently, I made an offer to buy a condo in Brooklyn, New York. After my offer was accepted by the seller, I then signed the purchase agreement and sent it to the seller's attorney. More than a month passed, the seller still has not signed the purchase agreement. During this period, my attorney asked their attorney several times about whats going on and their attorney kept on telling us one signature has been signed and they are waiting for the other signature and the other person was difficult to reach. At the end, after we pushed them hard, they finally admit that they did not want to sign it because they want us to pay 50 K more for the deal. I know I can not sue them for refusing signing the contract, but can I sue them for fraud because they kept on misleading us by providing us false reason to make us believe they would sign the purchase agreement sooner or later. Basically, they lock in our offer while waiting for another better offer. Where should I sue them? In Massachusetts or New York? If I lose the case, do I have to pay for their legal fee?

• Category: Contracts
• Date: 04/07/2025
• State: Massachusetts

Answer:

Venue is the local area in which a court, that has jurisdiction, may try a case. Jurisdiction is the geographical area within which a court has the right and power to operate. A court system may have jurisdiction to take a case in a wide geographical area, but the proper venue for the case may be one place within that area for the convenience of the parties. Jurisdiction is subject to fixed rules; however, venue is often left to the discretion of the judge.

Venue is the legally proper or most convenient place where a particular case should be filed or handled. Every state has rules determining the proper venue for different types of lawsuits. Normally, the venue in a criminal case is the judicial district or county where the crime was committed. The state, county or district in which a lawsuit is filed or a hearing or trial in that action is conducted is called the forum. For various reasons either party to a lawsuit or prosecution may move (ask) for a change of venue, which is up to the discretion of a judge in the court where the case or prosecution was originally filed. Reasons for such a request may include a clause in a contract stating that any action must be brought in a certain other venue, or pretrial publicity may be claimed to have tainted the potential jurors in that venue from rendering an impartial judgment.

Some contracts contain a choice of law provision specifying where contracts disputes are to be resolved. Absent such a clause, venue is typically proper where the defendant resides, conducts business, where a contract is formed, where an accident occurs, or where the contract provides for the case to be brought. Typically, a defendant needs to have minimum contacts with the forum to pass due process requirements for being served with a complaint. Due process requires it to be reasonably foreseeable that a person would be called to defend in that court.

Fraud involves a knowingly made misrespresentation that is intended to cause another to rely and act on it to their harm. Courts have held that a party may rescind a contract for fraud, incapacity, duress, undue influence, material breach in performance of a promise, or mistake, among other grounds. In order to prove a fraud claim, it must be shown that the defendant had an intent to deceive. If deception was used to induce another to rely on a promise and such reliance caused harm, it is possible to recover damages. Fraud may be made by an omission or purposeful failure to state material facts, which nondisclosure makes other statements misleading. It is possible attorney fees may be requested and awarded to the winning party. The answer will be a matter of subjective determination for the court, based on all the facts and circumstances involved.