305 East 24th Owners Corp. v. Parman Co.

714 F. Supp. 1296, 1989 U.S. Dist. LEXIS 6216, 1989 WL 67748
CourtDistrict Court, S.D. New York
DecidedJune 2, 1989
Docket85 Civ. 3788 (KMW)
StatusPublished
Cited by5 cases

This text of 714 F. Supp. 1296 (305 East 24th Owners Corp. v. Parman Co.) is published on Counsel Stack Legal Research, covering District Court, S.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
305 East 24th Owners Corp. v. Parman Co., 714 F. Supp. 1296, 1989 U.S. Dist. LEXIS 6216, 1989 WL 67748 (S.D.N.Y. 1989).

Opinion

OPINION

KIMBA M. WOOD, District Judge.

This action challenges the legality of four long term leases entered into by the tenant plaintiffs when they became cooperative owners of the building in which they formerly had lived as rent stabilized tenants. Plaintiffs seek to invalidate leases for commercial management services, garage services, laundry services, and building management services on the ground that the building owner’s insistence that the leases accompany any sale of the building constituted an illegal tying arrangement under Section 1 of the Sherman Act (15 U.S.C. § 1). Plaintiffs further contend that the commercial management lease is unenforceable under the common law doctrine of unconscionability. Following a *1298 five day bench trial, the Court finds in favor of defendants on both claims.

PROCEDURAL HISTORY

In an earlier ruling in this case, Judge Robert J. Ward 1 of this Court held that plaintiffs’ termination of the Garage Lease and Laundry Concession Agreement, pursuant to a vote of its shareholders conducted in July of 1985, was valid under 15 U.S.C. § 3607 of the Condominium and Cooperative Abuse Relief Act of 1980 (the “Abuse Act”). Judge Ward’s Decision and Order, dated April 28, 1987, also held that the Commercial Lease was not properly terminable by Owner’s Corp. under the Abuse Act. In light of that decision, the parties entered into a Stipulation pursuant to which defendants Garage Corp. and Laundry Corp. turned over the operation of the garage and laundry operations to Owners Corp. without prejudice to defendants’ right to appeal. Accordingly, plaintiffs’ claims under the Abuse Act are not presently at issue.

THE PARTIES

Plaintiff Owners Corp. is a New York corporation that owns and operates a cooperative building located at 305 East 24th Street in New York City (“the Building”). The individual plaintiffs were directors of Owners Corp. at the time the Complaint was filed, and with the exception of plaintiff Mort Schwartz, are all current tenant-shareholders of 305 East 24th Owners Corp. They acquired their respective shares on October 25, 1984 pursuant to the cooperative offering plan as amended (the “Plan”).

At the times relevant to this action, defendant Parman Co., the Sponsor of the Plan, was a sole proprietorship through which defendant Jack Parker conducted business. From 1980 to 1984, Parman Co. sponsored eight cooperative conversions in New York City. Seven, including the conversion in question here, were in Manhattan; one was in Queens, New York. These conversions involved approximately 3,000 apartments.

Defendant Dicta Realty is a New York general partnership that owned the Building prior to the cooperative conversion on October 25, 1984. Prior to the sale of the Building, Mr. Parker’s interest in Dicta Realty was 30 percent; following the sale his interest was 90 percent. As of October 26, 1984, Mr. Parker also owned a 90 percent interest in Garage Corp., Commercial Corp., and Laundry Corp.

Defendant Harold R. Liebman was a general partner of Dicta Realty and was designated in the Plan as attorney for the Sponsor. Prior to October 25, 1984, Mr. Liebman’s interest in Dicta Realty was 3.33 percent; after October 25, 1984, his interest was 10 percent. As of October 26, 1984, Mr. Liebman owned a 10 percent interest in Garage Corp., Commercial Corp., and Laundry Corp.

Defendant Seymour Sadkin was a general partner of Dicta Realty until about October 24, 1984.

Defendant Parman Corp. is a New York Corporation that acted as managing agent for Owners Corp. from October 25, 1984 through October 31, 1987. Mr. Parker is the principal shareholder of Parman Corp.

Defendant Garage Corp. is a New York Corporation that was the lessee under a garage lease for the garage space in the Building. It was incorporated for the principal purpose of holding the Garage Lease and has had no assets since November 1, 1987 when it was required by order of Judge Ward to turn the Lease over to Owners Corp.

Defendant Commercial Corp. is a New York corporation that was and is the lessee under a master commercial lease (the “Commercial Lease”) for the commercial space in the Building. It was created for the principal purpose of holding the Commercial Lease and has no assets other than that lease.

Defendant Laundry Corp. is a New York corporation that was the concessionaire under the laundry concession agreement for *1299 the operation of the laundry facility in the Building.

BACKGROUND

Plaintiffs were first notified of defendants’ intention to convert their rent stabilized apartments to cooperative ownership in August of 1980 when the Sponsor submitted a preliminary version of its offering plan to the New York State Attorney General for review. This preliminary prospectus, commonly known as the “red herring,” was an eviction cooperative conversion plan; that is, it provided that in the event a tenant chose not to purchase the shares of Owners Corp. allocated to his or her apartment, the tenant would have to vacate upon the cooperative conversion of the Building.

In early September of 1980, shortly after the distribution of the “red herring” to the tenants of the Building, plaintiff Anthony S. Niskanen and his co-tenant Marilyn Klein sent a memorandum to all tenants-in-occupancy at 305 East 24th Street (the “Tenants”) advocating the formation of a tenant organization to “substantially improve the position” of the Tenants with respect to the “red herring,” and proposing a meeting of all Tenants. The two page memorandum also noted “A FEW CONTROVERSIAL HIGHLIGHTS FROM THE PROPOSED PLAN,” including “[t]he owners intend to retain a 40 year sweetheart deal on the garage and stores [the commercial lease] — just look at the rentals for the first 5 years: _” Defendants’Trial Exhibit (“DTE”) A.

Following several meetings, the Tenants formed the 305 East 24th Street Tenants’ Association (the “Tenants Association”). The purposes of the Tenants Association, as set forth in its Articles of Association, were, in part, to disseminate information to the Tenants, to hire and supervise experts who would advise the Tenants, and to “secure unified action in advancing the common interests and purposes of members of the association_” DTE D. The Tenants Association included a tenants council (the “Council”) that consisted of 39 floor representatives and was responsible for management of the Tenants Association, and an Executive Committee that was responsible for the day-to-day management of the Tenants Association. The Tenants Association organized five standing committees: Finance, Legal, Building, Communications, and Political Action.

On October 6, 1980, the Council of the Tenants Association elected the following individuals, among others, to the Executive Committee of the Tenants Association: President — plaintiff Niskanen; Vice-President — plaintiff Schwartz; Treasurer— plaintiff Donald H. Layton; Secretary— plaintiff Jean Mullens.

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Cite This Page — Counsel Stack

Bluebook (online)
714 F. Supp. 1296, 1989 U.S. Dist. LEXIS 6216, 1989 WL 67748, Counsel Stack Legal Research, https://law.counselstack.com/opinion/305-east-24th-owners-corp-v-parman-co-nysd-1989.