Let's say that you go to a car dealer, select a car, and sign a contract with a down payment and monthly installment payments. Under ordinary circumstances, you would sign a check for the down payment, drive the car off the lot, and make the monthly payments.
But suppose there is a minor glitch in the car. The dealer offers to fix it at no additional charge and deliver the car to your home at no additional charge "within a week." A week goes by, then a month, and no car delivery. When you offer to pick up the car, the dealer says it is "not ready."
But a month has gone by and the dealer asks for the first monthly payment. Your response is, "no car, no payment." In fact, it's stronger than that. You want a refund of the down payment, and the dealer can keep the car. (In effect, you want to cancel the transaction.)
What are your rights and obligations in the above scenario? Please answer under two conditions: 1) What is true under "standard" contract language and commercial dealings? (My understanding is that the delivery of the car is "implied" before the dealer can receive any further payments.) 2) Can any scenario be constructed where either the contract language or the set of facts is such that would allow the dealer to demand the monthly payment without having delivered the car?
Edit: The above wasn't the real situation (I had used an example to simplify matters).In the real situation, buyer wanted to buy an LLC, but the seller had earlier created an "Inc.," and had agreed to reincorporate it as an LLC as a condition of sale, and failed to do so. So the glitch wasn't so "minor."