| Camelot of Staten Is., Inc. v Metropolitan Mgt., LLC |
| 2008 NY Slip Op 08692 [56 AD3d 505] |
| November 12, 2008 |
| Appellate Division, Second Department |
| Camelot of Staten Island, Inc., Respondent, v MetropolitanManagement, LLC, Appellant. |
—[*1] John Z. Marangos, Staten Island, N.Y. (Denise Marangos of counsel), forrespondent.
In an action, inter alia, for specific performance of an option to purchase certain realproperty, the defendant appeals from an order of the Supreme Court, Richmond County(Minardo, J.), dated April 25, 2007, which, in effect, granted the plaintiff's motion to compel thedefendant to comply with a so-ordered stipulation of the same court dated May 26, 2005.
Ordered that the order is affirmed, with costs.
The plaintiff is a not-for-profit corporation licensed by the New York State Office ofAlcoholism and Substance Abuse Services to provide counseling services. The plaintiff, astenant, and the defendant, as landlord, were parties to a lease for certain real property located inStaten Island. The lease contained an option for the plaintiff to purchase the real propertydemised under the lease exercisable within the first 5 years of the lease term. Within that 5-yearperiod, the plaintiff sought to exercise the option and when its attempt to do so was unsuccessful,it commenced this action, inter alia, for specific performance. The plaintiff subsequently movedfor summary judgment on the complaint and the motion was resolved by a so-ordered stipulationdated May 26, 2005 (hereinafter the stipulation), executed by both parties.
A so-ordered stipulation, as a contract, must be read as a whole, with every part interpretedwith reference to the whole so as to give effect to its general purpose (see Bailey v Fish & Neave, 8 NY3d523 [2007]; Beal Sav. Bank vSommer, 8 NY3d 318, 324-325 [2007]; NYCTL 2004-A Trust v Fulton St. Holding Corp., 44 AD3d 832[2007]). Here, the general purpose of the stipulation was to resolve [*2]the plaintiff's prior motion for summary judgment on its complaint,inter alia, for specific performance of the option to purchase the subject property. The stipulationexpressly conditioned the sale on the plaintiff's obtaining approval of the State of New York.Moreover, pursuant to the stipulation, the parties agreed to close 45 days after such approval wasobtained. While the stipulation did not specify a time period within which such approval wasrequired to be obtained, it expressly stated that time was not of the essence.
If an option does not contain any dates certain for the execution of the contract or for theclosing of title, parties are given a reasonable time to tender performance (see Meccariello v Di Pasquale, 35AD3d 678, 679 [2006]; Parker vBooker, 33 AD3d 602 [2006]), and after a reasonable time has elapsed without oneparty adhering to the terms and conditions of the agreement, the other party is free to rescind theagreement. Contrary to the defendant's contention, the plaintiff adhered to the terms andconditions of the stipulation and sought to tender performance in a reasonable time. Accordingly,the Supreme Court properly, in effect, granted the plaintiff's motion to compel the defendant tocomply with the stipulation.
The defendant's remaining contentions are without merit. Skelos, J.P., Ritter, Carni andDickerson, JJ., concur.