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MFP 933 Broadway LP v. 933 Broadway, LLC
Citation: 2022 NY Slip Op 06640Docket: Index No. 651879/20 Appeal No. 16719 Case No. 2021-03575
Court: Appellate Division of the Supreme Court of the State of New York; November 21, 2022; New York; State Appellate Court
Original Court Document: View Document
In MFP 933 Broadway LP v 933 Broadway, LLC, the Appellate Division affirmed the Supreme Court's order that denied MFP's motion for summary judgment and granted 933 Broadway's motion to dismiss the complaint and its liability counterclaims. The court ruled that MFP's claim to terminate the purchase agreement was invalid because it occurred before the deadline for the defendant to deliver tenant estoppel certificates, as defined by General Construction Law. MFP attempted to terminate the agreement via a letter sent on May 7, 2020, but the deadline of May 7 had not expired, and the defendant had the right to extend the closing date for obtaining the certificates. The court emphasized that MFP’s unilateral termination constituted a repudiation of its contractual obligations, which cannot be claimed as a defense against breach of contract if the terminating party prevented the fulfillment of a condition. MFP's arguments regarding the defendant's ability to provide proper tenant estoppel certificates were also dismissed, as the agreement did not require the certificates to disclose tenant defaults. Furthermore, the agreement allowed for updates on representations made by the seller regarding tenant defaults, which MFP did not contest regarding the timing of the tenants’ issues. The court found no merit in MFP's remaining arguments and concluded that the decision of the motion court was correct and justified. The order was entered on November 22, 2022.