Arnold v. Gramercy Co.
| Decision Date | 13 June 1961 |
| Citation | 30 Misc.2d 852,218 N.Y.S.2d 23 |
| Parties | Lois ARNOLD, Plaintiff, v. GRAMERCY COMPANY, Wm. A. White & Sons, Eugene F. Trivell and Elizabeth A. Trivell, Defendants. |
| Court | New York Supreme Court |
Bernstein & Bernstein, New York City (Lawson F. Bernstein, New York City, of counsel), for plaintiff.
Sigmund Moses, New York City, for defendant The Gramercy Co.
Nordlinger, Riegelman, Benetar & Charney, New York City, for defendant Wm. A. White & Sons. James D. Stillman, New York City, for defendants Eugene & Eliz. trivell.
The plaintiff, in her principal cause of action, seeks specific performance of an alleged contract which she claims was entered into between her and the defendant The Gramercy Company. Under the agreement, as alleged by her, she was to purchase the apartment in which she had been residing for some years.
On November 1, 1957, the defendant Wm. A. White & Sons, as the agent for the defendant Gramercy, wrote to the plaintiff offering to sell her the 28 shares of stock of the Gramercy corporation allocable to plaintiff's apartment, 9-C rear, at 34 Gramercy Park, New York City, at a price of $2,800 and to give her a proprietary lease for said apartment at an annual rental of $784. Thereafter, plaintiff and her then attorneys had many discussions and much correspondence with Donald Jones, vice president of Wm. A. White & Sons, regarding the offer to sell. The plaintiff was insistent that she be permitted to install a kitchen in her apartment. The defendant Gramercy was equally insistent in refusing to grant such permission, unless plaintiff assumed liability for the removal of all violations which would come about by reason of filing plans for the installation of the kitchen. The plaintiff continually stated that she would not assume such liability.
On January 19, 1960, Wm. A. White & Sons, as agent for defendant Gramercy, renewed the offer of November, 1957, by a letter which clearly states that if the plaintiff wished to purchase the apartment she could do so on an 'as is' basis. The letter contained the following statement: 'the Board does not wish to make any commitments regarding the installation of the Kitchen or electrical equipment.'
Under date of January 27, 1960, the plaintiff's then attorney replied by letter which stated: 'Miss Arnold accepts the owner's offer * * *'. The letter then contains a request that a diagram be attached to the lease to show what the apartment comprised.
Following this request, the following paragraph appears in the letter:
(Italics supplied.)
The letter goes on to require a provision in the lease fixing the charge for gas and electricity in the neighborhood of $5 per month.
Frequently an offeree, while making a positive acceptance of an offer, makes a request or suggestion that some addition or modification be made. So long as it is clear that the meaning of the acceptance is positively and unequivocally to accept the offer, whether such request is granted or not, a contract is formed (Williston on Contracts, 3d ed., § 79).
However, as pointed out in the case of Valashinas v. Koniuto, 283 App.Div. 13, 125 N.Y.S.2d 554, 558, affirmed 308 N.Y. 233, 124 N.E.2d 300, cited by the plaintiff:
'There is no doubt as to the rule requiring an acceptance to be as specific as the offer which, in turn, must be so definite in its terms, or require such definite terms in the acceptance, that the promises and performances to be rendered by each are reasonably certain.' (citing Restatement, Contracts, § 32)
The rule is stated in the case of Gram v. Mutual Life Ins. Co. of New York, 300 N.Y. 375, 91 N.E.2d 307, 311: ...
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O'Hearn v. Gormally (In re Gormally)
...” (quoting Valashinas v. Koniuto, 283 A.D. 13, 125 N.Y.S.2d 554, 558 (.3d Dep't 1953) )); Arnold v. Gramercy Co., 30 Misc.2d 852, 218 N.Y.S.2d 23, 25 (Sup.Ct.N.Y.Cty.1961) (“Frequently an offeree, while making a positive acceptance of an offer, makes a request or suggestion that some additi......
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...Roer v. Cross County Med. Center Corp., 83 A.D.2d 861, 863, 441 N.Y.S.2d 844, 845 (2d Dep't 1981); Arnold v. Gramercy Co., 30 Misc.2d 852, 854, 218 N.Y.S.2d 23, 25 (Sup.Ct.N.Y.County 1961), aff'd, 15 A.D.2d 762, 224 N.Y.S.2d 613, aff'd, 12 N.Y.2d 687, 233 N.Y.S.2d 475, 185 N.E.2d 911 (1962)......
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Denton v. Clove Valley Rod & Gun Club, Inc.
... ... of the contract, then a contract may have been formed and the additions would merely be deemed requests to be incorporated into the contract (Arnold v. Gramercy Co., 30 Misc.2d 852, 218 N.Y.S.2d ... 23, affd. 15 A.D.2d 762, 224 N.Y.S.2d 613, affd. 12 N.Y.2d 687, 233 N.Y.S.2d 475, 185 N.E.2d 911; ... ...
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Roer v. Cross County Medical Center Corp.
...it is equivalent to a rejection and counteroffer (Poel v. Brunswick-Balke-Collender Co., 216 N.Y. 310, 110 N.E. 619; Arnold v. Gramercy Co., 30 Misc.2d 852, 218 N.Y.S.2d 23, affd. 15 A.D.2d 762, 224 N.Y.S.2d 613, affd. 12 N.Y.2d 687, 233 N.Y.S.2d 475, 185 N.E.2d 911). At bar, the letters up......