2025 NY Slip Op 51467(U)
Nassau County District Court2025Background
- Zabel leased commercial premises at 279 Hillside Ave to Abosefain in 2015 for a seven-year term with two seven-year renewal options; lease contained a Paragraph 15 allowing termination by the landlord or purchaser on April 30 of any year if notice given before January 1 of that year.
- Ramas purchased the premises and was assigned the lease on December 5, 2023, and notified Abosefain of the assignment on December 19, 2023.
- Ramas served a termination/notice to vacate (stating termination effective April 20, 2024) shortly after the purchase; Abosefain did not vacate.
- Abosefain answered and moved for summary judgment/dismissal, arguing (a) the termination notice was untimely or improperly served, (b) Ramas lacked standing under Paragraph 15 because notice should have been given prior to sale, and (c) the later Notice to Vacate vitiated the termination.
- Ramas argued Paragraph 15 expressly permits termination by the purchaser and that it complied with the lease’s timing requirements.
- The court denied Abosefain’s motion and returned the case to the active calendar for trial.
Issues
| Issue | Plaintiff's Argument (Ramas) | Defendant's Argument (Abosefain) | Held |
|---|---|---|---|
| Whether a successor/purchaser may exercise the lease termination right in Paragraph 15 | Paragraph 15 expressly permits termination by "the Landlord or the purchaser" so purchaser (Ramas) may terminate | The clause must be read to require notice before the sale is completed; purchaser cannot terminate unless it later decides to sell | Court held purchaser may terminate under the plain language; Morlee Sales controls — purchaser can give notice |
| Whether Ramas complied with timing/notice requirements of Paragraph 15 | Ramas served notice within the time constraints (notice given before Jan 1 for April 30 termination) | Notice was untimely or improperly served (claims of defective service/timing) | Court found Ramas complied with the lease timing and enforced the clause as written; factual disputes remain for trial |
| Whether acceptance of rent or post-sale conduct waived or extinguished the right to terminate | Ramas’s actions do not waive the contractual termination right; acceptance of rent before cancellation date does not negate right | Successor’s post-sale conduct (e.g., accepting rent) can waive or extinguish cancellation right | Court rejected waiver argument as applied here; cited Morlee that acceptance of rent is not necessarily inconsistent with right to cancel |
| Whether summary judgment/dismissal was appropriate | N/A (Ramas opposed motion) | Sought dismissal/summary judgment based on lease interpretation and purported defects in notice | Court denied motion; genuine issues of fact and controlling law require trial |
Key Cases Cited
- Rotuba Extruders v. Ceppos, 46 N.Y.2d 223 (N.Y. 1978) (summary judgment is drastic and requires absence of triable issues)
- Zuckerman v. City of New York, 49 N.Y.2d 557 (N.Y. 1980) (burden-shifting rules on summary judgment and need for admissible proof to raise triable issues)
- Winegrad v. New York Univ. Med. Ctr., 64 N.Y.2d 851 (N.Y. 1985) (movant must make prima facie showing on summary judgment)
- Morlee Sales Corp. v. Manufacturers Hanover Trust Co., 9 N.Y.2d 16 (N.Y. 1961) (purchaser of property subject to lease may give notice and terminate under a clause that does not confine the right to the original landlord)
- Greenfield v. Philles Records, 98 N.Y.2d 562 (N.Y. 2002) (clear and unambiguous contract language controls interpretation)
- Vermont Teddy Bear Co. v. 538 Madison Realty Co., 1 N.Y.3d 470 (N.Y. 2004) (court may interpret contracts as a matter of law when language is unambiguous)