Vendome v. Oldenburg
| Decision Date | 07 October 2021 |
| Docket Number | Case No.2020–04636,14315,Index No. 656640/19 |
| Parties | Antonio VENDOME, Plaintiff–Appellant, v. Claes T. OLDENBURG, et al., Defendants–Respondents. |
| Court | New York Supreme Court — Appellate Division |
198 A.D.3d 450
152 N.Y.S.3d 569 (Mem)
Antonio VENDOME, Plaintiff–Appellant,
v.
Claes T. OLDENBURG, et al., Defendants–Respondents.
Index No. 656640/19
14315
Case No.2020–04636
Supreme Court, Appellate Division, First Department, New York.
ENTERED October 7, 2021
Olshan Frome Wolosky, New York (Tara Richelo of counsel), for appellant.
Wichler & Gobetz, P.C., Suffern (Kenneth C. Gobetz of counsel), for respondents.
Manzanet–Daniels, J.P., Mazzarelli, Moulton, Gonza´lez, Pitt, JJ.
Order, Supreme Court, New York County (Jennifer G. Schecter, J.), entered on or about May 27, 2020, which granted
defendants’ motion to dismiss the complaint and cancelled the notice of pendency, unanimously affirmed, with costs.
The covenant of good faith and fair dealing "cannot negate express provisions of the agreement" ( Transit Funding Assoc., LLC v. Capital One Equip. Fin. Corp., 149 A.D.3d 23, 29, 48 N.Y.S.3d 110 [1st Dept. 2017] ). Here, defendants’ actions were expressly permitted by Paragraph 12 of the Letter of Intent (the LOI), which gave them the right not to agree to a definitive sale contract "for any reason whatsoever or no reason at all." Where the express terms of a contract allow one party to terminate it in "its sole discretion" or "for any reason whatsoever," the covenant of good faith and fair dealing cannot serve to
negate that provision ( id. [internal quotation marks omitted]).
Plaintiff's argument that the LOI effectively amounted to an enforceable purchase agreement when it is considered in tandem with defendants’ post-LOI conduct also fails. The statute of frauds requires that contracts for the sale of real property be accompanied by a signed writing and that no contract for the sale of real property can be created when a material element of the contemplated bargain bas been left for further negotiations (see Generas v....
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...parties did not commit their contract to writing, but that they never entered into a contract at all. See Vendome v. Oldenburg, 152 N.Y.S.3d 569, 198 A.D.3d 450, 450 (1st Dep't 2021) ("The statue of frauds requires that contracts for the sale of real property be accompanied by a signed writ......
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