Camden Co. v. Princess Properties International, Ltd.

New York Court of Appeals

Camden Co. v. Princess Properties International, Ltd.

348 N.E.2d 609, 38 N.Y.2d 961, 384 N.Y.S.2d 152, 1976 N.Y. LEXIS 2599

CourtNew York Court of Appeals

DecidedMarch 23, 1976

StatusPublished

Cited by3 cases

This text of 348 N.E.2d 609 (Camden Co. v. Princess Properties International, Ltd.) is published on Counsel Stack Legal Research, covering New York Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Camden Co. v. Princess Properties International, Ltd., 348 N.E.2d 609, 38 N.Y.2d 961, 384 N.Y.S.2d 152, 1976 N.Y. LEXIS 2599 (N.Y. 1976).

Pincite

Opinion

Memorandum. Appellant contends that it properly exercised the right of first refusal by making a commercially equivalent offer upon the same terms and conditions contained in the original offer. Both offers provided for immediate cash payment of one million dollars and nine million dollars in deferred payments over a 10-year period. In view of the deferred nature of the proposed payments, the manner in which the obligation was to be secured was critical. The [963]*963collateral in the original offer consisted of a guarantee by Norwest, S. A., a company with an averred net worth of 25 million dollars by its latest audited balance sheet and its most recent unaudited financial reports, not effectively contradicted in the opposing papers. Additionally, the agreement included various limitations on Norwest to prevent any significant divesting of assets. In contrast, appellant’s offer was to be secured by a potpourri of notes, mortgages and chattels, which was unsupported by financial disclosure in regular form and without provisions protecting the security offered. The lack of substantiation and the apparent inadequacy of appellant’s collateral coupled with the lack of limitations to prevent dissipation make it clear that appellant’s offer was not "upon the same terms and conditions” necessary to properly invoke the right of first refusal.

Accordingly, the order of the Appellate Division granting summary judgment to respondent should be affirmed.

Chief Judge Breitel and Judges Jasen, Gabrielli, Jones, Wachtler, Fuchsberg and Cooke concur.

Order affirmed, with costs, in a memorandum.

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Memorandum. Appellant contends that it properly exercised the right of first refusal by making a commercially equivalent offer upon the same terms and conditions contained in the original offer. Both offers provided for immediate cash payment of one million dollars and nine million dollars in deferred payments over a 10-year period. In view of the deferred nature of the proposed payments, the manner in which the obligation was to be secured was critical. The [963]*963collateral in the original offer consisted of a guarantee by Norwest, S. A., a company with an averred net worth of 25 million dollars by its latest audited balance sheet and its most recent unaudited financial reports, not effectively contradicted in the opposing papers. Additionally, the agreement included various limitations on Norwest to prevent any significant divesting of assets. In contrast, appellant’s offer was to be secured by a potpourri of notes, mortgages and chattels, which was unsupported by financial disclosure in regular form and without provisions protecting the security offered. The lack of substantiation and the apparent inadequacy of appellant’s collateral coupled with the lack of limitations to prevent dissipation make it clear that appellant’s offer was not "upon the same terms and conditions” necessary to properly invoke the right of first refusal.

Accordingly, the order of the Appellate Division granting summary judgment to respondent should be affirmed.

Chief Judge Breitel and Judges Jasen, Gabrielli, Jones, Wachtler, Fuchsberg and Cooke concur.

Order affirmed, with costs, in a memorandum.

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Bluebook (online)

348 N.E.2d 609, 38 N.Y.2d 961, 384 N.Y.S.2d 152, 1976 N.Y. LEXIS 2599, Counsel Stack Legal Research, https://law.counselstack.com/opinion/camden-co-v-princess-properties-international-ltd-ny-1976.

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