Chelsea, LLC v. Seventh Chelsea Associates, LLC

Appellate Division of the Supreme Court of New York

Chelsea, LLC v. Seventh Chelsea Associates, LLC

304 A.D.2d 498, 759 N.Y.S.2d 48, 2003 N.Y. App. Div. LEXIS 4499

CourtAppellate Division of the Supreme Court of the State of New York

DecidedApril 29, 2003

StatusPublished

Cited by4 cases

This text of 304 A.D.2d 498 (Chelsea, LLC v. Seventh Chelsea Associates, LLC) is published on Counsel Stack Legal Research, covering Appellate Division of the Supreme Court of the State of New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Chelsea, LLC v. Seventh Chelsea Associates, LLC, 304 A.D.2d 498, 759 N.Y.S.2d 48, 2003 N.Y. App. Div. LEXIS 4499 (N.Y. Ct. App. 2003).

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Opinion

Order, Supreme Court, New York County (Walter Tolub, J.), entered on or about April 5, 2002, which, to the extent appealed from as limited by the brief, granted the motion of defendant Seventh Chelsea Associates, LLC, to dismiss the complaint, unanimously affirmed, with costs. Appeal from order, same court and Justice, entered June 13, 2002, denying plaintiffs motion for reargument, unanimously dismissed, without costs, as no appeal lies from the denial of reargument.

The limitation of remedies clause in the parties’ agreement, which restricted plaintiff buyer’s remedies to cancellation of the contract, specific performance or closing without reduction or abatement in the purchase price, precluded plaintiff from closing and then seeking monetary damages for breach of contract (see Chock 336 B’way Operating v Comanche Props., 163 AD2d 36, 39 [1990], lv denied 77 NY2d 802 [1991]). Plaintiffs cause of action for fraudulent misrepresentation is merely a restatement of its contract claim, and, in any event, any claim by plaintiff of reasonable reliance on representations by defendant is fatally undermined by plaintiffs admission that it discovered all the material facts prior to electing to close (see Bank Leumi Trust Co. of N.Y. v D’Evori Intl., 163 AD2d 26, 31-32 [1990]). Plaintiffs arguments concerning equitable estoppel and public policy are unpreserved, but were we to reach them we would find them to be without merit. Plaintiffs claim for economic duress in connection with its agreement to pay $150,000 to extend the closing deadline was improperly asserted in a cause of action seeking money damages and, in any case, insufficiently particularized. Moreover, the release plaintiff signed on the adjourned closing date expressly applied to the extension payment and all claims arising out of the closing of the sale, and therefore barred plaintiffs current claims (see Booth v 3669 Delaware, 92 NY2d 934 [1998]). Concur — Nardelli, J.P., Andrias, Sullivan, Rosenberger and Wallach, JJ.

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Order, Supreme Court, New York County (Walter Tolub, J.), entered on or about April 5, 2002, which, to the extent appealed from as limited by the brief, granted the motion of defendant Seventh Chelsea Associates, LLC, to dismiss the complaint, unanimously affirmed, with costs. Appeal from order, same court and Justice, entered June 13, 2002, denying plaintiffs motion for reargument, unanimously dismissed, without costs, as no appeal lies from the denial of reargument.

The limitation of remedies clause in the parties’ agreement, which restricted plaintiff buyer’s remedies to cancellation of the contract, specific performance or closing without reduction or abatement in the purchase price, precluded plaintiff from closing and then seeking monetary damages for breach of contract (see Chock 336 B’way Operating v Comanche Props., 163 AD2d 36, 39 [1990], lv denied 77 NY2d 802 [1991]). Plaintiffs cause of action for fraudulent misrepresentation is merely a restatement of its contract claim, and, in any event, any claim by plaintiff of reasonable reliance on representations by defendant is fatally undermined by plaintiffs admission that it discovered all the material facts prior to electing to close (see Bank Leumi Trust Co. of N.Y. v D’Evori Intl., 163 AD2d 26, 31-32 [1990]). Plaintiffs arguments concerning equitable estoppel and public policy are unpreserved, but were we to reach them we would find them to be without merit. Plaintiffs claim for economic duress in connection with its agreement to pay $150,000 to extend the closing deadline was improperly asserted in a cause of action seeking money damages and, in any case, insufficiently particularized. Moreover, the release plaintiff signed on the adjourned closing date expressly applied to the extension payment and all claims arising out of the closing of the sale, and therefore barred plaintiffs current claims (see Booth v 3669 Delaware, 92 NY2d 934 [1998]). Concur — Nardelli, J.P., Andrias, Sullivan, Rosenberger and Wallach, JJ.

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Bluebook (online)

304 A.D.2d 498, 759 N.Y.S.2d 48, 2003 N.Y. App. Div. LEXIS 4499, Counsel Stack Legal Research, https://law.counselstack.com/opinion/chelsea-llc-v-seventh-chelsea-associates-llc-nyappdiv-2003.

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