95 A.D.2d 681 | N.Y. App. Div. | 1983
Lead Opinion
— Judgment, Supreme Court, New York County (McCooe, J.), entered December 28, 1982, which, inter alla, declared the notice to terminate to be effective, reversed, on the law, and vacated, without costs. Order, Supreme Court, New
Dissenting Opinion
dissent in a memorandum by Fein, J., as follows: I would affirm for the reasons stated by Justice William P. McCooe at Special Term. Unlike the majority, I do not find the language of the lease ambiguous. Where the language of a lease is clear and unambiguous, its plain meaning should govern its interpretation. A restrictive interpretation which achieves an unreasonable result is not justified (Morlee Sales Corp. v Manufacturers Trust Co., 9 NY2d 16; R.I. Realty Co. v Terrell, 254 NY 121, 124-125). It is inappropriate to go further than the contract itself where the language plainly evidences the intention of the parties (Laba v Carey, 29 NY2d 302, 308; Hall & Co. of N. Y. v Orient Overseas Assoc., 65 AD2d 424, 428, affd 48 NY2d 958). A contract or lease should be given a “fair and reasonable interpretation”, based on its language, in light of the purposes sought to be attained by the parties. An unreasonable interpretation or an absurd result is to be avoided (Farrell Lines v City of New York, 30 NY2d 76,82-83; Nassau Ch., Civ. Serv. Employees Assn. v County of Nassau, 77 AD2d 563, 564, affd 54 NY2d 925). There is no more likely way to misapprehend the meaning of the language than to read the words literally, forgetting the object which the document as a whole seeks to achieve (Cabell v Markham, 148 F2d 737, 739). The interpretation of the lease, argued for by the tenant, would require the landlord to enter into a firm and binding demolition contract three years prior to the termination of the lease. Had the notice been given in 1975, five years’ notice would have been required, subject to a binding demolition contract to take effect in five years. Had the notice been given in 1976, four years’ notice would have been required with a binding demolition contract to take effect in four years. It is beyond belief that this was in the contemplation of the parties when the language was written and agreed to. It flies in the face of ordinary experience. A “construction of a contract which produces unreasonable results should be avoided, if possible, and * * * a more reasonable construction should be sought (Fleischman v. Furgueson, 223 N. Y. 235, 241; Restatement, Contracts, § 236, subd. [a])”