No financing contingency. Personal guarantees. And a closing that never happened.
An $8 million real estate deal with no financing contingency collapsed one day before closing — and a federal lawsuit followed.
Consilium Tech Cleveland RE LLC owns a roughly 179,740-square-foot hydroponic greenhouse at 5800 Diamond Avenue in Cleveland, Ohio. Around January 15, 2026, Consilium signed a Real Estate Purchase Agreement to sell the property to Timberdell Farms, LLC, an Oklahoma-based buyer, for $8 million. Closing was set for no later than March 3, 2026.
Two individuals tied to Timberdell — Michael Henry and Barry Switzer — personally guaranteed the buyer's obligations under the deal. And the agreement carried no financing contingency, meaning Timberdell was bound to close whether or not it had a loan lined up.
Timberdell had assured Consilium several times that the necessary funds were available, according to a suit filed March 24, 2026, in the U.S. District Court for the Eastern District of Wisconsin (Consilium Tech Cleveland RE LLC v. Timberdell Farms, LLC, et al., Case No. 2:26-cv-00480). Then, on March 2 — just one day before closing — Henry emailed Consilium to say the company could not secure final funding and would not be going through with the transaction.
Consilium says it had met all of its obligations and was ready to close. It responded the same day, reminding Timberdell that it was contractually bound to proceed and warning that walking away would result in a formal default notice and potential litigation. At approximately 10:31 AM on March 3, Consilium followed up with another email confirming it was prepared to move forward. Timberdell did not respond to either message.
After business hours on March 3, Consilium issued a formal default notice giving Timberdell five days to cure. That deadline came and went. As of the filing, Timberdell had taken no action to close.
The suit now seeks either a court order compelling Timberdell to complete the sale or full monetary damages — including the $8 million purchase price, holding and carrying costs, taxes, fees, and insurance. Because Henry and Switzer personally guaranteed the deal, they are named as defendants and face individual liability for all damages and enforcement costs, including attorneys' fees.
For real estate professionals, this case underscores a familiar risk: a buyer agrees to a major commercial transaction with no financing contingency, backs it with personal guarantees, assures the seller that funds are in hand — and then pulls out at the final hour. The filing describes Timberdell as a sophisticated party that walked away "at the 11th hour despite lacking any right to do so under the Agreement."
No court has issued a ruling on any of the claims, and the defendants have not yet filed a response. The allegations reflect only the seller's account of events, and no final determination has been made.
