Ronbet 366 LLC v. Tobias

Appellate Division of the Supreme Court of New York

Ronbet 366 LLC v. Tobias

309 A.D.2d 602, 766 N.Y.S.2d 834, 2003 N.Y. App. Div. LEXIS 10693

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

DecidedOctober 16, 2003

StatusPublished

Cited by2 cases

This text of 309 A.D.2d 602 (Ronbet 366 LLC v. Tobias) 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

Ronbet 366 LLC v. Tobias, 309 A.D.2d 602, 766 N.Y.S.2d 834, 2003 N.Y. App. Div. LEXIS 10693 (N.Y. Ct. App. 2003).

Pincite

Opinion

Order, Supreme Court, New York County (Marilyn Shafer, J.), entered on or about September 9, 2002, which, to the extent appealed from, denied defendant’s motion to dismiss the complaint pursuant to CPLR 3211 (a) (1) and (7), unanimously affirmed, with costs.

Following a rent payment default by plaintiff landlord’s tenant, plaintiff instituted this action to recover the unpaid rent from defendant Tobias, a principal of the tenant. The action against Tobias is premised upon a lease modification agree[603]*603ment, executed twice by Tobias: once on behalf of the tenant and once to signify his personal acceptance of the obligations imposed by paragraph 8 of the agreement, which required the tenant’s store window displays to be neat, clean and orderly. It was, however, paragraph 10 of the lease modification that contained the provisions relied upon by plaintiff pursuant to which the tenant’s principals signing the agreement purportedly agreed to be jointly and severally liable for all of the tenant’s lease obligations. While Tobias maintains that the action must be dismissed since he never agreed to be personally bound by any part of the subject lease modification but paragraph 8, the agreement read as a whole casts significant doubt upon this contention. Indeed, acceptance of Tobias’s contention would render paragraph 10 of the agreement wholly meaningless — Tobias having been the only principal of the tenant to sign the agreement — and that would offend the basic principle that a contract should be interpreted to give full meaning and effect to all of its provisions (see Two Guys from Harrison-N.Y. v S.F.R. Realty Assoc., 63 NY2d 396, 403 [1984]). It would seem highly improbable that the subject lease modification, entered into as part of a settlement of a rent payment dispute and by its terms purporting to provide the owner with a personal guaranty of future rent payment, was ultimately meant to afford plaintiff personal accountability only as to the orderliness of the tenant’s window displays. At the very least, this apparent disparity constitutes an ambiguity appropriately clarified by the receipt of parol evidence (see e.g. Sound Distrib. Corp. v Richmond, 213 AD2d 178 [1995], lv denied 86 NY2d 702 [1995]). Concur — Buckley, P.J., Tom, Saxe, Sullivan and Rosenberger, JJ.

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Order, Supreme Court, New York County (Marilyn Shafer, J.), entered on or about September 9, 2002, which, to the extent appealed from, denied defendant’s motion to dismiss the complaint pursuant to CPLR 3211 (a) (1) and (7), unanimously affirmed, with costs.

Following a rent payment default by plaintiff landlord’s tenant, plaintiff instituted this action to recover the unpaid rent from defendant Tobias, a principal of the tenant. The action against Tobias is premised upon a lease modification agree[603]*603ment, executed twice by Tobias: once on behalf of the tenant and once to signify his personal acceptance of the obligations imposed by paragraph 8 of the agreement, which required the tenant’s store window displays to be neat, clean and orderly. It was, however, paragraph 10 of the lease modification that contained the provisions relied upon by plaintiff pursuant to which the tenant’s principals signing the agreement purportedly agreed to be jointly and severally liable for all of the tenant’s lease obligations. While Tobias maintains that the action must be dismissed since he never agreed to be personally bound by any part of the subject lease modification but paragraph 8, the agreement read as a whole casts significant doubt upon this contention. Indeed, acceptance of Tobias’s contention would render paragraph 10 of the agreement wholly meaningless — Tobias having been the only principal of the tenant to sign the agreement — and that would offend the basic principle that a contract should be interpreted to give full meaning and effect to all of its provisions (see Two Guys from Harrison-N.Y. v S.F.R. Realty Assoc., 63 NY2d 396, 403 [1984]). It would seem highly improbable that the subject lease modification, entered into as part of a settlement of a rent payment dispute and by its terms purporting to provide the owner with a personal guaranty of future rent payment, was ultimately meant to afford plaintiff personal accountability only as to the orderliness of the tenant’s window displays. At the very least, this apparent disparity constitutes an ambiguity appropriately clarified by the receipt of parol evidence (see e.g. Sound Distrib. Corp. v Richmond, 213 AD2d 178 [1995], lv denied 86 NY2d 702 [1995]). Concur — Buckley, P.J., Tom, Saxe, Sullivan and Rosenberger, JJ.

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Bluebook (online)

309 A.D.2d 602, 766 N.Y.S.2d 834, 2003 N.Y. App. Div. LEXIS 10693, Counsel Stack Legal Research, https://law.counselstack.com/opinion/ronbet-366-llc-v-tobias-nyappdiv-2003.

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