52 A.D.2d 991 | N.Y. App. Div. | 1976
Appeal from a judgment of the Supreme Court in favor of plaintiff, entered February 4, 1975 in Franklin County, upon a decision of the court at a Trial Term without a jury. The proof adduced at the trial establishes the following: On October 4, 1972 the parties entered into a lease agreement which consisted of four separate documents, namely, a short-form lease, a lease agreement, a purchase and sale agreement and a contract to purchase certain business assets. Under the agreement the defendants leased to the plaintiff the premises at which defendants conducted a building supply business; plaintiff was given the option to purchase the premises at any time after the end of the third year for the sum of $210,000, in accordance with the purchase and sale agreement. Also included in the lease was a personal covenant by the defendants whereby they agreed not to compete with the plaintiff anywhere within the State of New York for a period of 15 years, in consideration for the purchase of certain assets by the plaintiff and for the performance by the plaintiff of its obligations under the agreement. Under the purchase and sale agreement the defendants agreed that, if plaintiff exercised its option to purchase, the use of any land then owned by the defendants within the Counties of Essex and Franklin would be restricted for a period of 15 years. On the following day, October 5, 1972, the parties executed a lease modification agreement whereby the defendants were given the option of requiring the plaintiff to purchase the premises for $210,000; all other terms and conditions of the lease, however, remained unchanged. Thereafter, and prior to the time that the plaintiff was to enter into possession of the premises under the terms of the lease, the defendants exercised their option to sell, and compelled the plaintiff to purchase the premises. Upon the conveyance of title in January, 1973, and in compliance with the purchase and sale agreement, the defendants executed a covenant agreeing that: "no other commercial lands within