[brief] At the same time Plaintiff argues that the trial court effectively “rewrote” the parties’ alleged contract, Plaintiff then attempts to contend, albeit erroneously, that there alternatively was an “implied contract. ”  In essence, Plaintiff appears to argue a form of “substantial compliance” rather than “implied contract. ”  In either instance, Plaintiff fails to support these claims with anything other than mere conclusory statements.  Specifically, Plaintiff argues that an “implied contract” existed because [...] allegedly “actively participated” in the underlying real estate transaction.  Further, Plaintiff claims that this is supported by the fact that Plaintiff paid and retained [...]’ services and then engaged in activity together with a mutual purpose.  However, Plaintiff continues to ignore the plain language of the title commitment.  Not only does the title commitment require a valid deed from [...] and [...] to form a valid contract, but under the same schedule of requirements, required Plaintiff to provide payment for the policy premium.  (308a, ¶3).  Ironically, through Plaintiff’s new “implied contract” theory, Plaintiff in effect requests that this court “rewrite” the contract offer by ignoring the provisions that contradict Plaintiff’s theory and only consider those which support Plaintiff’s theory.  As it continues to be the case, Plaintiff woefully and willingly ignores the trial court’s reasoning and holding that no agreement existed, nor could one exist, because Plaintiff did not satisfy the conditions precedent in order to create a valid and enforceable contract with [...].  The agreement was not ambiguous.  It clearly required, under Schedule B, Part I, “Requirement” of the commitment that “3. Pay the premiums, fees, and charges, for the Policy to the Company,” and “4.  Documents satisfactory to the Company that convey the Title or create the Mortgage to be insured, or both, must be properly authorized, executed, delivered, and recorded in the Public Records.  a.  Deed from [...] and [...] to [...]. ” (308a).  Simply put, Plaintiff cannot validly argue on one hand that the trial court improperly “rewrote” the contract, while at the same time request that the Appellate Division do just that by extracting specific provisions which contradict Plaintiff’s legal position.  Instead, the trial court correctly found that the title commitment was no more than an offer subject to the conditions precedent unambiguously detailed in the document.  As [...] has continued to make clear, which is supported by the trial court’s well-reasoned opinion, the document speaks for itself and clearly establishes that the title commitment was merely an offer to provide title insurance subject to the satisfaction of various conditions precedent, mostly critically including that Plaintiff obtain valid title from the seller.  Accordingly, it is indisputable that this condition precedent to the title commitment never transpired because Plaintiff’s illegal real estate transaction could not produce a valid deed conveying title to Plaintiff, and thereby creating a valid contract between Plaintiff and [...].  Therefore, absent a valid, binding contract, Plaintiff cannot argue that any contract existed between Plaintiff and [...] that is enforceable, whether legal or illegal.  IV.