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Duane Sales, Inc. v. Carmel

Duane Sales, Inc. v. Philip Carmel

Duane Sales, Inc. v. Carmel, 405 N.E.2d 175 (N.Y. 1980)
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Court
New York Court of Appeals · State Highest Courts
Decided
March 25, 1980
Citations
405 N.E.2d 17549 N.Y.2d 862427 N.Y.S.2d 9301980 N.Y. LEXIS 2223
Cited by 11

Opinion of the Court

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OPINION OF THE COURT

Memorandum.

The judgment appealed from and order of the Appellate Division brought up for review should be reversed, with costs, and the order and judgment of Supreme Court, Albany County, granting defendants’ cross motions to dismiss the complaint and supplemental summons and complaint reinstated.

The option provision in the lease between plaintiff and C. Louden Realty Co., landlord, gave plaintiff the right to "purchase the property at the same terms and conditions as offered by any bona fide purchaser”. Through a broker, landlord negotiated a contract for the sale of the property to defendants Hayes, Brickman and Wasserman. Plaintiff chose to exercise its option, but excluded the term of the proposed *864 contract by which the parties agreed that the broker had negotiated the sale and the purchaser agreed to pay the brokerage commission and indemnify the seller against liability and expenses arising from a claim for a brokerage commission.

Contrary to plaintiffs contention, it simply did not accept "at the same terms and conditions as offered” as required in the lease. Nothing in the option provision permits the optionee to accept only those terms and conditions of an offer it deems material and beneficial to the landlord (cf. Camden Co. v Princess Props. Int., 38 NY2d 961 ). Nor can it be said that an agreement to pay a commission for negotiating the sale and to indemnify against a broker’s claim, as to liability and expenses, would be immaterial to the landlord upon the exercise of an option. The seller properly could treat plaintiff’s purported acceptance as a rejection of the proposed terms and conditions. In light of this disposition, it is unnecessary to pass upon the remaining issues raised by defendants.

Chief Judge Cooke and Judges Jasen, Gabrielli, Jones, Wachtler, Fuchsberg and Meyer concur in memorandum.

Judgment appealed from and order of the Appellate Division brought up for review reversed, etc.

How later courts describe this case

No later court has written an explanatory parenthetical about this case yet.

Cited by 11 cases

View all citing references →
1982: 11983: 11985: 11986: 21987: 11990: 11995: 11998: 12003: 12009: 119822026peak 1986 · 2

Relies on it most ⓘ

  1. Ekberg v. Sharp2003 WY 123, 76 P.3d 1250
  2. Gyurkey v. Babler651 P.2d 928 (Idaho 1982)
  3. Williams v. Collins Communications, Inc.720 P.2d 880 (Wyo. 1986)
  4. Bravo v. Buelow168 Cal. App. 3d 208 (1985)
  5. Locilento v. Coleman134 A.D.2d 39 (1987)
  6. 4200 Avenue K Realty Corp. v. 4200 Realty Co.123 A.D.2d 419 (1986)

Most recent

  1. T.W. Nickerson, Inc. v. Fleet National Bank898 N.E.2d 868 (Mass. App. Ct. 2009)
  2. Ekberg v. Sharp2003 WY 123, 76 P.3d 1250
  3. Ronan v. Valley Stream Realty Co.249 A.D.2d 288 (1998)
  4. Willis v. Ronan218 A.D.2d 794 (1995)
  5. Stephens v. Messing162 A.D.2d 352 (1990)
  6. Locilento v. Coleman134 A.D.2d 39 (1987)

Citing references are not a citator: they show that a later opinion cites this case, not whether it followed, distinguished, or overruled it. Check negative history before relying on this case.

Authorities cited 1

DepthCaseCited by
Camden Co. v. Princess Props. Int'l, Ltd., 348 N.E.2d 609 (N.Y. 1976) 3

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