This section contains the nature of the case and procedural background.

Michaels leased a billboard to Van Wagner (P) for an initial period of three years plus options for renewal totaling seven additional years. Michaels sold the building three years later to S& M (D). A provision in the lease contract called for cancellation upon 60 days’ notice in the event of a bona fide sale to a third party unrelated to the lessor. D canceled the lease and P abandoned the property but sued for damages and specific performance. P contended that the right of cancellation was in Michaels and not the new buyer, D. D contended that it had a bona fide right to cancel the lease upon the 60-day notice. Parol evidence was admitted at trial and P prevailed in his interpretation of the contract. The court refused to grant specific performance because P had an adequate remedy at law for damages. The court noted that specific performance 'would be inequitable in that its effect would be disproportionate in its harm to the defendant and its assistance to plaintiff.' The court awarded P the lost revenues on a lease for the space. Both parties appealed.

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