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Columns & DepartmentsNew York Real Estate Law ReporterLandlord Tenant LawLitigation

Real Property Law

By New York Real Estate Law Reporter Staff
August 01, 2023
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Buyer Entitled to Return of Deposit Because Estoppel Certificates Were Inadequate

Angelo Gordon Real Estate, Inc. v. Benlab Realty, LLC, 2023 WL 3236008, AppDiv, First Dept. (memorandum opinion)

In an action by purchaser for a judgment declaring that it is entitled to return of a $12 million deposit, seller appealed from Supreme Court's grant of summary judgment to purchaser. The Appellate Division affirmed, holding that the estoppel certificates provided by seller were not in compliance with the sale contract.

The parties entered into 11 purchase and sale agreements for properties on Manhattan's west side. The agreements provided that the mutual obligation to close was conditioned on simultaneous closing of all agreements. Several of the agreement required, as a condition for purchaser's obligation to close, that seller provide estoppel certificates from commercial tenants certifying that neither tenant nor landlord were in default under the lease. The agreements also allowed seller to provide seller's estoppel certificates as a substitute for certain of the tenants. Seller provided estoppel certificates indicating that the owner-landlord was not in default, but those certificates did not indicate whether tenants were in default. As a result, Supreme Court held that purchaser was entitled to return of its deposit.

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