Cappelli Enterprises, Inc. v. F&J Continental Food Corp.
| Decision Date | 28 March 2005 |
| Docket Number | 2003-09898. |
| Parties | CAPPELLI ENTERPRISES, INC., Appellant, v. F&J CONTINENTAL FOOD CORP., Respondent, et al., Defendants. |
| Court | New York Supreme Court — Appellate Division |
Ordered that the order is modified, on the law, by deleting the provision thereof denying that branch of the plaintiff's motion which was for summary judgment on its first cause of action for specific performance of the option agreement and substituting therefor a provision granting that branch of the motion; as so modified, the order is affirmed insofar as appealed from, without costs or disbursements; and it is further Ordered that the defendant F&J Continental Food Corp. shall deliver to the plaintiff an assignment of its right of first refusal within 30 days after service upon it of a copy of this decision and order.
By option agreement dated June 22, 2001, contained in a lease, the defendant F&J Continental Food Corp. (hereinafter F&J), gave the plaintiff an option to purchase its right of first refusal with respect to its landlord's property for the total price of $82,500, $27,500 due upon the signing of the option agreement and the remaining $55,000 due upon the exercise of the option. As further consideration for the option agreement, the plaintiff agreed that if it purchased the property it would extend F&J's lease for a period of 10 years at market rent or at the plaintiff's election relocate F&J to a comparable location at fair market rent. If there was a disagreement about fair market rent, the issue would be determined by arbitration.
F&J claims that the agreement was void for indefiniteness, duress, and overreaching. With respect to indefiniteness, the courts should endeavor to hold parties to their bargain and the definiteness doctrine is a doctrine of last resort (see Marshall Granger & Co., CPAs, P.C. v Sanossian & Sardis, LLP, 15 AD3d 631 [2005]). The agreement...
To continue reading
Request your trial
-
Cavelli v. New York City Dist. Council of Carpenters
...circumstances, Cavelli and Rugolo have waived their right to challenge the releases.12 See Cappelli Enters., Inc. v. F & J Cont. Food Corp., 16 A.D.3d 609, 610–11, 792 N.Y.S.2d 553 (2d Dept.2005). In an attempt to explain away the long delay in repudiating, Cavelli and Rugolo raise three ar......
-
Oquendo v. CCC Terek
...122 (quoting DiRose v. PK Mgmt. Corp., 691 F.2d 628, 633–34 (2d Cir.1982) ); accord Cappelli Enterprises, Inc. v. F & J Cont'l Food Corp., 16 A.D.3d 609, 610, 792 N.Y.S.2d 553 (N.Y.App.Div. 2d Dep't 2005). "A party may ratify a contract or release entered into under duress by ‘intentionally......
-
Nelson v. Lattner Enters. of N.Y.
...Co., 55 A.D.3d 493, 493, 867 N.Y.S.2d 386 [2008],lv. denied12 N.Y.3d 713, 2009 WL 1586786 [2009];Cappelli Enters., Inc. v. F & J Cont. Food Corp., 16 A.D.3d 609, 610–611, 792 N.Y.S.2d 553 [2005];Chase Manhattan Bank v. State of New York, 13 A.D.3d at 874, 787 N.Y.S.2d 155;Napolitano v. City......
-
Greco v. Syracuse ASC, LLC
...to their bargain and the definiteness doctrine is a doctrine of last resort. See, Cappelli Enters., Inc. v. F&J Cont'l Food Corp., 792 N.Y.S.2d 553 (2d Dept. 2005). Courts are reluctant to find contract terms insufficiently definite because of the definiteness doctrine is applied with a hea......