Tonkery v. Martina

New York Court of Appeals

Tonkery v. Martina

577 N.E.2d 1042, 78 N.Y.2d 893, 573 N.Y.S.2d 450, 1991 N.Y. LEXIS 828

CourtNew York Court of Appeals

DecidedJune 11, 1991

StatusPublished

Cited by13 cases

This text of 577 N.E.2d 1042 (Tonkery v. Martina) 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

Tonkery v. Martina, 577 N.E.2d 1042, 78 N.Y.2d 893, 573 N.Y.S.2d 450, 1991 N.Y. LEXIS 828 (N.Y. 1991).

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Opinion

OPINION OF THE COURT

Memorandum.

The order of the Appellate Division should be affirmed, with costs.

The parties signed a three-year option agreement for the purchase of real property. They agreed that the purchase price was to be either the sum offered by a bona fide third-party purchaser, or, in the alternative, the price fixed by three appraisers. The option also set forth the manner in which the appraisers were to be selected. The appellant argues that this option is indefinite and unenforceable because it does not specify how the appraisers are to determine the amount of the purchase price.

Based on our holdings in Cobble Hill Nursing Home v Henry [895]*895& Warren Corp. (74 NY2d 475) and Matter of 166 Mamaroneck Ave. Corp. v 151 E. Post Rd. Corp. (78 NY2d 88 [decided today]), we disagree and hold that the option at issue here is not void for indefiniteness. The terms of the option indicate clearly that the parties both intended to commit the calculation of price to a third party and agreed to be bound by the result. The parties never agreed to agree on a purchase price in the future, but instead tied the price of the parcel to an extrinsic event — either the price offered by a bona fide purchaser or that set by appraisal — and, additionally, provided the method for selection of appraisers. We conclude that this "provides an objective standard that renders the * * * [option] definite and enforceable” (Matter of 166 Mamaroneck Ave. Corp. v 151 E. Post Rd. Corp., supra, at 94; see also, Martin Delicatessen v Schumacher, 52 NY2d 105, 109).

Chief Judge Wachtler and Judges Simons, Kaye, Alexander, Titone, Hancock, Jr., and Bellacosa concur.

On review of submissions pursuant to section 500.4 of the Rules of the Court of Appeals (22 NYCRR 500.4), order affirmed, with costs, in a memorandum.

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OPINION OF THE COURT

Memorandum.

The order of the Appellate Division should be affirmed, with costs.

The parties signed a three-year option agreement for the purchase of real property. They agreed that the purchase price was to be either the sum offered by a bona fide third-party purchaser, or, in the alternative, the price fixed by three appraisers. The option also set forth the manner in which the appraisers were to be selected. The appellant argues that this option is indefinite and unenforceable because it does not specify how the appraisers are to determine the amount of the purchase price.

Based on our holdings in Cobble Hill Nursing Home v Henry [895]*895& Warren Corp. (74 NY2d 475) and Matter of 166 Mamaroneck Ave. Corp. v 151 E. Post Rd. Corp. (78 NY2d 88 [decided today]), we disagree and hold that the option at issue here is not void for indefiniteness. The terms of the option indicate clearly that the parties both intended to commit the calculation of price to a third party and agreed to be bound by the result. The parties never agreed to agree on a purchase price in the future, but instead tied the price of the parcel to an extrinsic event — either the price offered by a bona fide purchaser or that set by appraisal — and, additionally, provided the method for selection of appraisers. We conclude that this "provides an objective standard that renders the * * * [option] definite and enforceable” (Matter of 166 Mamaroneck Ave. Corp. v 151 E. Post Rd. Corp., supra, at 94; see also, Martin Delicatessen v Schumacher, 52 NY2d 105, 109).

Chief Judge Wachtler and Judges Simons, Kaye, Alexander, Titone, Hancock, Jr., and Bellacosa concur.

On review of submissions pursuant to section 500.4 of the Rules of the Court of Appeals (22 NYCRR 500.4), order affirmed, with costs, in a memorandum.

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Bluebook (online)

577 N.E.2d 1042, 78 N.Y.2d 893, 573 N.Y.S.2d 450, 1991 N.Y. LEXIS 828, Counsel Stack Legal Research, https://law.counselstack.com/opinion/tonkery-v-martina-ny-1991.

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