[brief] In advancing this argument, [...] focused the trial court’s attention on the language in the first few lines of Section 13.1, limiting Plaintiff to the termination of the contract and return of the Earnest Money Deposit.  Critically, however, that same Section 13.1 goes on to state that:  “[n]otwithstanding the foregoing, in the event Seller [[...]] closes title under, the [...], and thereupon Seller [[...]] defaults in its obligation to close title under this Agreement, Purchaser [Plaintiff] shall, in addition to its termination right, shall have the right of specific performance. ” (Pa115-116, PSA § 13.1) (emphasis added).  The underlined language above directly refutes [...]’s argument.  This language gave Plaintiff a right to demand specific performance and insist upon transfer of the title to the Real Property to Plaintiff where (as here) [...] proceeded to close upon the transaction with the Fee Owner and defaulted on its obligations to ensure that title to the Real Property was transferred to Plaintiff at that closing.  *Id.*  Yet, in dismissing the Complaint with prejudice as against [...] (Pa357), the trial court accepted [...]’s reading of Section 13.1 as limiting Plaintiff’s remedies to be *either* a termination and return of the Earnest Money Deposit *or* specific performance, even when [...] proceeded to close with the Fee Owner.  At oral argument on June 9, the trial court seized upon the word “thereupon” in Section 13.1, concluding that since the closing with the Fee Owner occurred *after* the return of the Earnest Money Deposit, Plaintiff had no right to demand specific performance.  (2T, at 13-14).  Yet, this conclusion arises from an improper and untenable reading of the contract, which ignores the phrase “*in addition to its termination right*…” in Section 13.1.  (Pa115-116, PSA § 13.1)  Contrary to the Court’s conclusion, the use of the word “thereupon” in the aforementioned sentence should *not* be read to impose a temporal limitation on Plaintiff’s remedies against [...].  (2T, at 12-16).  Such a construction of that sentence would render illusory Plaintiff’s right to insist upon specific performance.  Under such a construction, Plaintiff would be faced with the Hobson’s Choice of *either* (1) waiting *indefinitely* to see if [...] eventually closes with the Fee Owner and leaving its Deposit in place, even after [...] has signaled its intention not to fulfill its obligations to Plaintiff under the PSA; *or* (2) asking for return of the Deposit when [...] signaled its intention not to fulfill its obligations and thereby forfeiting its rights to pursue specific performance or damages, if and when [...] later closes on the deal with the Fee Owner, cutting Plaintiff out.  Unfortunately, [...] persuaded the trial court to ignore the “notwithstanding” and “in addition to” language, effectively granting [...] a license to breach the PSA with impunity.  This ruling not only prevented Plaintiff from obtaining the benefit of its bargain and deprived Plaintiff of the opportunity to recoup millions of dollars in damages, it also creates a dangerous precedent for other similarly structured transactions in the State of New Jersey.