Summary
This New York Appellate Division decision reviews a Supreme Court order that denied a seller's cross-motion for summary judgment dismissing a buyer's complaint for specific performance of a real estate purchase contract. While affirming the denial of summary judgment due to triable issues of fact regarding the buyer's ability to satisfy contractual conditions, the appellate court modified the order by vacating the trial court's improper grant of summary judgment to the non-moving plaintiff after searching the record. The court held that the trial court exceeded its authority by rewriting an unambiguous mortgage assumption clause to allow the buyer to simply pay off the existing mortgage rather than assume it as originally contracted.
Topics
Practice areas
Questions Presented
- Whether the defendant seller bore the burden of showing the absence of a triable issue of fact to obtain summary judgment on specific performance of a real‑estate contract.
- Whether a trial court may award summary judgment to a non‑moving party under CPLR 3212(b) and whether it may rewrite the contract’s mortgage‑assumption clause.
Holdings
- The defendant failed to meet its burden; summary judgment denying the plaintiff’s claim for specific performance was proper.
- While CPLR 3212(b) permits a court to award summary judgment to a non‑moving party, the court may not rewrite clear, unambiguous contract terms; the mortgage‑assumption clause must be enforced as written.
Key quotations
“"Where, as here, a defendant seller is the party moving for summary judgment dismissing a cause of action for specific performance of a contract for the sale of real property, he or she has the burden of demonstrating the absence of a triable issue of fact regarding whether the plaintiff buyer was ready, willing, and able to close"”
“"The fundamental, neutral precept of contract interpretation is that agreements are construed in accord with the parties' intent. The best evidence of what parties to a written agreement intend is what they say in their writing"”
“"When an agreement between parties is clear and unambiguous on its face, it will be enforced according to its terms and without resort to extrinsic evidence"”
Factual background
In February 2020 the plaintiff entered into a contract to purchase part of the defendant's mixed‑use property in Brooklyn. In May 2021 the parties executed a contract for the sale of the entire property, contingent on the plaintiff assuming the defendant's mortgage or, if that failed, entering a ground lease with an option to purchase. The plaintiff sued for specific performance; the defendant moved for summary judgment asserting the condition could not be satisfied.
Procedural history
The trial court denied the defendant's cross‑motion for summary judgment and awarded specific performance to the plaintiff. The defendant appealed, arguing the contract was expired because the mortgage‑assumption condition could not be satisfied.