Rivereast Apartments Investors LLC v. Gladstone

Appellate Division of the Supreme Court of New York

Rivereast Apartments Investors LLC v. Gladstone

135 A.D.3d 558, 22 N.Y.S.3d 845

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

DecidedJanuary 19, 2016

Docket16666 158199/14

StatusPublished

This text of 135 A.D.3d 558 (Rivereast Apartments Investors LLC v. Gladstone) 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

Rivereast Apartments Investors LLC v. Gladstone, 135 A.D.3d 558, 22 N.Y.S.3d 845 (N.Y. Ct. App. 2016).

Pincite

Opinion

Order, Supreme Court, New York County (Donna M. Mills, J.), entered April 7, 2015, which granted defendant guarantor’s motion to dismiss the complaint pursuant to CPLR 3211 (a) (1) and (7), unanimously reversed, on the law, without costs, and the motion denied.

“An interpretation that gives effect to all the terms of an agreement is preferable to one that ignores terms or accords them an unreasonable interpretation” (Ruttenberg v Davidge Data Sys. Corp., 215 AD2d 191, 196 [1st Dept 1995] [citations omitted]). Here, the guaranty specifically references the term “landlord” with its successors and assigns, thus the predecessor landlord’s assignment to plaintiff was permissible. Nevertheless, paragraph 15 of the guaranty, the anti-assignment provision, states that: “[t]he obligations of Guarantor hereunder and/or this Guaranty may not be assigned or transferred.” While plaintiff reconciles this provision with the entire agreement to restrict assignment only by the guarantor, defendant maintains that the plain language of the second part of *559 paragraph 15 means that the guaranty cannot be assigned, and the assignment at issue is void.

Based on these conflicting interpretations, and examining both the “entire contract and consider [ing] the relation of the parties and the circumstances under which it was executed” (Goldman Sachs Group, Inc. v Almah LLC, 85 AD3d 424, 426 [1st Dept 2011] [internal quotation marks and citations omitted], l v dismissed 18 NY3d 877 [2012]), the motion court properly found the guaranty to be ambiguous.

In the face of ambiguity, “the conduct of the parties is the best evidence as to their meaning” (Barbour v Knecht, 296 AD2d 218, 224 [1st Dept 2002]). Thus, inasmuch as the guaranty was incorporated by reference into the lease, the signatory on behalf of the tenant was its “substantial” owner, the defendant guarantor, and the lease was further amended after assignment, discovery is warranted. Concur — Mazzarelli, J.P., Acosta, Andrias and Moskowitz, JJ.

Free access — add to your briefcase to read the full text and ask questions with AI

Order, Supreme Court, New York County (Donna M. Mills, J.), entered April 7, 2015, which granted defendant guarantor’s motion to dismiss the complaint pursuant to CPLR 3211 (a) (1) and (7), unanimously reversed, on the law, without costs, and the motion denied.

“An interpretation that gives effect to all the terms of an agreement is preferable to one that ignores terms or accords them an unreasonable interpretation” (Ruttenberg v Davidge Data Sys. Corp., 215 AD2d 191, 196 [1st Dept 1995] [citations omitted]). Here, the guaranty specifically references the term “landlord” with its successors and assigns, thus the predecessor landlord’s assignment to plaintiff was permissible. Nevertheless, paragraph 15 of the guaranty, the anti-assignment provision, states that: “[t]he obligations of Guarantor hereunder and/or this Guaranty may not be assigned or transferred.” While plaintiff reconciles this provision with the entire agreement to restrict assignment only by the guarantor, defendant maintains that the plain language of the second part of *559 paragraph 15 means that the guaranty cannot be assigned, and the assignment at issue is void.

Based on these conflicting interpretations, and examining both the “entire contract and consider [ing] the relation of the parties and the circumstances under which it was executed” (Goldman Sachs Group, Inc. v Almah LLC, 85 AD3d 424, 426 [1st Dept 2011] [internal quotation marks and citations omitted], l v dismissed 18 NY3d 877 [2012]), the motion court properly found the guaranty to be ambiguous.

In the face of ambiguity, “the conduct of the parties is the best evidence as to their meaning” (Barbour v Knecht, 296 AD2d 218, 224 [1st Dept 2002]). Thus, inasmuch as the guaranty was incorporated by reference into the lease, the signatory on behalf of the tenant was its “substantial” owner, the defendant guarantor, and the lease was further amended after assignment, discovery is warranted. Concur — Mazzarelli, J.P., Acosta, Andrias and Moskowitz, JJ.

Cite This Page — Counsel Stack

Bluebook (online)

135 A.D.3d 558, 22 N.Y.S.3d 845, Counsel Stack Legal Research, https://law.counselstack.com/opinion/rivereast-apartments-investors-llc-v-gladstone-nyappdiv-2016.

Opinion

Related

Cite This Page — Counsel Stack