Marbax Associates Ltd. Partnership v. Resources Property Improvement Corp.

196 A.D.2d 727, 601 N.Y.S.2d 917, 1993 N.Y. App. Div. LEXIS 8618

• Court: Appellate Division of the Supreme Court of the State of New York
• Decided: September 21, 1993
• Status: Published

Opinion

Judgments, Supreme Court, New York County (Edward Lehner, J.), entered March 30, 1992, dismissing these actions pursuant to CPLR 3211 (a) (5) and (7), unanimously affirmed, each with $250 costs and disbursements of these appeals. The appeals from the orders entered on or about March 18, 1992 are dismissed as superseded by the appeals from the judgments, without costs.

Plaintiffs, both of whom are limited partnerships formed to acquire certain properties to syndicate limited partnership interests to qualified tax shelter investors, have filed nearly identical complaints against two wholly-owned subsidiaries of Integrated Resources, which has since gone into bankruptcy. The underlying actions concern plaintiffs’ attempt to have defendants make good on certain alleged loan obligations to the limited partners. The IAS Court properly dismissed plaintiffs’ claims for breach of contract on the ground that since they are not obligated to pay their respective limited partners until the respective defendants come forward with their payments, no damages were sustained as a result of defendants’ purported failure to pay on demand. The causes of action based on the doctrine of promissory estoppel were also properly dismissed, on the ground that the facts alleged do not show that plaintiffs suffered "unconscionable injury” (Tutak v Tutak, 123 AD2d 758, 760).

We have reviewed plaintiffs’ remaining arguments and find them to be without merit. Concur—Murphy, P. J., Wallach, Kupferman and Ross, JJ.