Urbis Realty Co. v. Globe Realty Co.
| Decision Date | 06 March 1923 |
| Citation | 235 N.Y. 194,139 N.E. 238 |
| Parties | URBIS REALTY CO., Inc., v. GLOBE REALTY CO. |
| Court | New York Court of Appeals Court of Appeals |
Action by the Urbis Realty Company, Inc., against the Globe Realty Company. A judgment of the Special Term dismissing the complaint upon the merits was reversed by the Appellate Division and judgment directed for plaintiffs (201 App. Div. 533,194 N. Y. Supp. 535), and defendant appeals.
Judgment of the Appellate Division reversed, and judgment of the Special Term reinstated.
Rights determined by language of contract it unambiguous. The rights and obligations of the parties under a contract entered into between them for the sale of realty must be determined from the language employed therein, if it is unambiguous and clearly expresses the covenants assumed by the parties.
Contract on sale of apartment building held not to make sale subject to obtaining possession from tenants. In a contract for the sale of an apartment building, a provision that it was subject to existing leases which expired or contained provisions for cancellation on or before October 1, 1920, which was contained in a paragraph enumerating several restrictions to which the property was subject, did not manifest an intention of the parties that the sale should be subject to the right of the purchaser to obtain possession from the tenants on October 1st, so as to authorize rejection of the title on the ground that the enactment of the Emergency Rent Laws 1920 prevented the purchaser from acquiring such possession.
Emergency Rent Laws did not warrant refusal to take title to apartment property under prior contract of sale. The enactment of the Emergency Rent Laws 1920, after a contract for the sale of an apartment building was entered into, but before the closing date, did not entitle the purchaser to refuse to complete the purchase and recover earnest money deposit on the ground that he contracted on the basis of the existing laws which had been radically changed by that chapter, since that statute merely suspended for the period of an emergency the right of a landlord to oust a tenant by summary proceedings on the tenant's compliance with, certain conditions, which included the payment of a reasonable rental for the premises.
Appeal from Supreme Court, Appellate Division, First Department.
Harold Swain, Benjamin G. Bain, and Dudley Harde, all of New York City, for appellant.
Yorke Allen, of New York City, for respondent.
January 29, 1920, the parties to this action entered into a contract in writing wherein defendant agreed to sell and plaintiff contracted to purchase specific real estate, in the city of New York, upon which was located an apartment house. The contract provided the consideration to be paid and received; for the payment of $5,000 on signing the contract, and payment of an additional sum together with a bond and mortgage to be given for the balance on the closing day which was fixed at 12 o'clock noon, April 1, 1920. Upon the execution of the contract plaintiff paid to defendant the sum of $5,000 provided for by the terms of the contract. On April 1, 1920, the day fixed for the closing of the title, defendant tendered performance on its part. Plaintiff rejected the title for specified reasons, which were held trivial by the court below and need not be here considered, with the exception of one objection made by plaintiff which was sustained by the Appellate Division, namely, that the contract between the parties was entered into by the parties in reliance upon the laws of this state as they existed on January 29, 1920; that the enactment by the Legislature of chapter 137, Laws of 1920, which took effect April 1, 1920, changed the laws of the state of New York as they existed prior to its taking effect so as to deprive the owners of real property in the state of New York of the remedies theretofore existing with reference to such property and so as to make it impossible for the plaintiff to obtain possession on October 1, 1920, of said premises.
Plaintiff having refused to perform the contract brought this action to recover the amount of the deposit of $5,000 paid under the terms of the contract. At Special Term plaintiff's complaint was dismissed upon the merits. The Appellate Division reversed the judgment of the Special Term, made additional findings, and directed judgment for plaintiff, providing therein that plaintiff should have a lien upon the premises for the sum of $5,000 and interest thereon and for a sale of the premises to satisfy such lien.
The trial justice found as matter of fact that five leases of apartments in the building on the premises to which the plaintiff objected each contained a clause as follows:
That finding was undisturbed.
The trial justice further found as a fact that the objections to the title were trivial and could have been obviated by the defendant if its request for a short adjournment of its time for closing the title requested by it had been granted. Time was not of the essence of the contract.
The finding was disapproved by the Appellate Division and a new finding made in lieu thereof as follows:
The following additional findings of facts were made by the Appellate Division:
‘Thirteenth. The building which was the subject of the contract was an apartment house. There were at the time of making the contract a number of existing leases of apartments therein which were outstanding on April 1, 1920. The contract for the conveyance of the building contained a provision that the premises should be taken ‘subject also to existing leases all of which expire or contain provisions for cancellation on or before October 1, 1920, except one lease of the ground floor apartment.’
The conclusion of law found by the trial justice that defendant was entitled to judgment dismissing the complaint upon the merits was reversed, and in lieu thereof the following conclusions of law were made by the Appellate Division:
As we interpret the opinion of the Appellate Division, the reversal of the judgment of the trial court and direction of judgment for plaintiff was placed upon two grounds: (1) That ‘the case of Anderson v. Steinway & Sons, 178 App. Div. 507,165 N. Y. Supp. 608, affirmed 221 N. Y. 639, 117 N. E. 575, is an authority for the proposition that the parties should be deemed to have contracted within the contemplation of the law as it existed at the time the contract was made, and that where a radical change in the law had taken place by legislative enactment, before the date fixed for closing, which would have the effect of seriously restricting the purchaser's use of the premises which are the subject of the sale, contrary to the understanding of the parties when they entered into the contract the purchaser will not be compelled to take title,’ and (2) that in the instant case there was an express provision in the contract which formed an integral part thereof (referring to the clause ‘subject also to existing leases all of which expire or contain provisions for cancellation on or before October 1, 1920, except one lease of the ground floor apartment,’ as stated in the thirteenth finding of fact made by the Appellate Division), and that all of the existing leases, saving the one for a ground floor apartment, would or could be made to expire October 1, 1920, thus evidencing the facts that the parties were aware that the defendant agreed to purchase the premises upon the understanding that he could have possession of all the premises excepting the apartment on the ground floor by October 1st and by reason of the Rent Laws which went into effect in April it was practically impossible for the landlord to select his own tenants after the expiration of their leases or to freely contract with desirable tenants in possession as to the rentals to be paid, thereby placing a serious restriction upon the purchaser's use of the property.
[1] We shall first consider the second ground quoted from the opinion of the Appellate Division.
The rights and obligations of the parties under the contract entered into between them must be determined from the language employed therein, which if...
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