45 Nostrand LLC v. Strongin
2025 NY Slip Op 31968(U)
N.Y. Sup. Ct., New York Cty.2025Background
- Plaintiff 45 Nostrand LLC and Defendant Wendy Strongin entered a contract for the $10 million cash sale of Defendant’s Shelter Island property.
- Plaintiff was represented by a broker, Seth Madore, who Defendant alleges misled her about his exclusive representation.
- Prior to closing, Defendant communicated her belief that the contract was voidable due to alleged misrepresentations by Madore.
- Plaintiff set a time-is-of-the-essence closing, wired all funds to escrow, but both parties did not attend the closing after Defendant’s counsel indicated Defendant would not appear.
- Plaintiff sued for specific performance and money damages; Defendant pled multiple affirmative defenses, including fraud and Plaintiff’s alleged lack of readiness to close.
- Plaintiff moved for summary judgment on their claim for specific performance.
Issues
| Issue | Plaintiff’s Argument | Defendant’s Argument | Held |
|---|---|---|---|
| Specific performance (readiness to close) | Plaintiff’s nonappearance excused by Defendant’s anticipatory breach; funds were ready in escrow | Plaintiff was not ready/willing/able due to not attending closing | Plaintiff’s absence excused; funds in escrow showed readiness |
| Fraud and contract enforceability | No justifiable reliance; Defendant knew Madore was buyer’s agent, sought other valuations | Misrepresentations/fraud by broker regarding representation/value | No material facts support justifiable reliance for fraud |
| Broker disclosure and dual agency | Any disclosure breaches affect broker, not the contract with the client (Plaintiff) | Failure to comply with Real Property Law 443 voids contract | Disclosure arguments do not void contract with Plaintiff |
| Value representations as fraud | Statements on value are non-actionable opinions; Defendant consulted others | Plaintiff induced contract by false valuations | Value opinions not basis for fraud; Defendant not justified |
Key Cases Cited
- Piga v. Rubin, 300 A.D.2d 68 (substantial performance and readiness for specific performance in real estate sales)
- Stonehill Capital Mgt. LLC v. Bank of the W., 28 N.Y.3d 439 (summary judgment burden shifting standard)
- Pesa v. Yoma Dev. Group, Inc., 18 N.Y.3d 527 (plaintiff’s burden to show ready, willing, and able in case of anticipatory repudiation)
- Sanchez v. Hay, 122 A.D.3d 533 (failure to appear at closing excused where seller repudiated)
- Finkelstein v. Lynda, 166 A.D.3d 948 (must show financial ability to close for specific performance)
- Munna v. Axman, 178 A.D.3d 537 (disclosure obligation is basis for claim against broker, not contract nullification with client)
- Rosenblum v. Glogoff, 96 A.D.3d 514 (no justifiable reliance if party could discover truth by ordinary intelligence)