Case Background
Ecosave Land, Inc., a California corporation, filed suit against 3700 Kyle Crossing, LLC, a Texas limited liability company, in the Superior Court of California, County of San Bernardino, on August 8, 2018. The case, bearing number CIVDS1820570, arose from a failed real estate transaction involving 80 acres of vacant land on Rancho Road in Adelanto, California (APN 3210-621-01). The matter went to a bench trial before the Honorable Winston S. Keh in Department VII, commencing March 5, 2025 and concluding March 25, 2025.
Cause
On January 25, 2018, Ecosave’s predecessor in interest, Ye Family Investments, LLC, entered into a Standard Offer Agreement and Escrow Instructions for Purchase of Real Estate (the “PSA”) with 3700 Kyle Crossing, LLC. Under the agreement, Kyle Crossing agreed to sell the 80-acre parcel to the buyer for a purchase price of $2,000,000. The deal was originally structured as a seller-carry financing transaction with a $50,000 down payment and the remainder financed over five years. On February 16, 2018, the parties amended the deal to a cash transaction. Ecosave later became the successor buyer through a written assignment of Ye Family Investments’ rights. The closing date was extended multiple times—from the original 75-day escrow window to April 26, then June 11, June 29, and finally July 29, 2018. Ecosave deposited $50,000 into escrow and claimed it was ready, willing, and able to deposit the remaining purchase funds. However, before Ecosave could close, Kyle Crossing informed Ecosave and the escrow agent that it intended to cancel the sale.
Injury
Ecosave alleged it suffered irreparable harm because the property was unique real estate for which no adequate monetary remedy existed. The company also claimed monetary damages resulting from Kyle Crossing’s refusal to complete the sale, including litigation costs and attorneys’ fees.
Damages Sought
Ecosave sought specific performance compelling Kyle Crossing to deliver the property, monetary damages for breach of contract subject to proof at trial, a declaratory judgment confirming its rights under the PSA, and recovery of attorneys’ fees and costs.
Key Arguments and Proceedings
Legal Representation
Plaintiff: Ecosave Land, Inc.
· Counsel for Plaintiff: Tyler R. Dowdall
Defendant: 3700 Kyle Crossing, LLC
· Counsel for Defendant: Michael Weiler | Michael Caspino
Claims
Specific Performance
Ecosave argued that the PSA was a valid, enforceable contract and that it fulfilled all of its obligations under the agreement. The company pointed to the express language in the PSA that excluded specific performance claims from arbitration, preserving its right to seek Court-ordered completion of the sale. Ecosave contended the property was unique real estate for which no money damages could substitute, and that Kyle Crossing’s refusal to close amounted to a clear breach warranting equitable relief.
Breach of Contract
Ecosave further claimed that Kyle Crossing breached the PSA by refusing to deliver the property despite Ecosave’s performance of all material terms. The company sought monetary damages as a direct result of these breaches, including attorneys’ fees authorized under Section 16 of the PSA.
Declaratory Relief
Ecosave requested the Court declare that Kyle Crossing was obligated to comply with the PSA, that Ecosave was entitled to recover its attorneys’ fees, and that Ecosave bore no obligation to pay Kyle Crossing’s legal costs.
Defense
Kyle Crossing denied all allegations and raised eleven affirmative defenses. The Defendant’s central argument was that its managing member lacked capacity at the time of the contract, and that under both California and Texas law, this incapacity invalidated consent to the sale. Kyle Crossing also alleged that Ecosave and its real estate agents exerted undue influence to pressure the managing member into a contract that was not properly authorized, constituting an ultra vires act under Texas law. The defense further argued that the property was not unique and that adequate monetary damages existed as a remedy, making specific performance inappropriate. Kyle Crossing also contended that consideration was inadequate, that the balance of equities favored the Defendant, and that Ecosave was unable or unwilling to perform at the relevant time, excusing Kyle Crossing from its own performance obligations.
Court Verdict
On April 28, 2025, the Court filed its ruling after the bench trial. Judge Winston S. Keh entered judgment on June 10, 2025 in favor of Ecosave Land, Inc. and against 3700 Kyle Crossing, LLC on all three causes of action: specific performance, breach of contract, and declaratory relief. Ecosave was declared the prevailing party.
The Court ordered Kyle Crossing to complete the sale of the 80-acre property to Ecosave under the terms of the PSA. Specifically, the judgment required Kyle Crossing, through its sole member Alex Abadi, to execute and deliver all closing documents to Cimarron Escrow within twenty days, including the grant deed, title documents, and a substitution and full reconveyance. Ecosave was directed to remit closing funds of $1,950,000 to escrow within five business days after all closing documents were received and the title policy issued.
The Court also ordered that Ecosave receive credit at closing for a prior attorneys’ fees award of $12,260 (issued October 3, 2019), plus accrued interest at 10% per annum, along with any additional attorneys’ fees and costs entered before closing. The judgment included a provision that if Kyle Crossing failed to deliver the required documents, the Clerk of the Court could execute closing documents on the Defendant’s behalf upon application by Ecosave. If Kyle Crossing’s actions or an appeal delayed closing, Ecosave was excused from depositing funds until further Court order. The Court retained jurisdiction to enforce the judgment and awarded Ecosave the right to recover litigation costs and attorneys’ fees by subsequent motion.
Court documents are available upon request at [email protected]
