Opinion
January 6, 1998
Appeal from the Supreme Court, New York County (Eileen Bransten, J.).
The language of the commercial master lease is unambiguous in stating that "Landlord shall look solely to Tenant's interest in the leasehold estate for the satisfaction of the remedies of Landlord in the event of a breach by tenant of any of the covenants or conditions of this Lease." Defendants, therefore, have no recourse against plaintiff's interest in the shares of the cooperative corporation allocable to the unsold residential units. The cooperative's by-law provision on which defendants rely expressly addresses only shareholder indebtedness and breaches arising out of and in connection with shares of stock issued in conjunction with proprietary leases, and, to the extent it refers to "all other indebtedness from such shareholder to the corporation", we reject a construction that would wholly negate the unambiguous language and clear intention of the commercial master lease ( see, Matter of Wallace v. 600 Partners Co., 86 N.Y.2d 543, 548; Tantleff v. Truscelli, 110 A.D.2d 240, 245-246, affd 69 N.Y.2d 769). Summary judgment on plaintiff's tortious interference claim was properly denied, there being issues of fact as to whether, in view of section 1 of article VI of the by-laws, plaintiff's attempted bulk transfer of the shares allocable to the residential apartments was a valid contract, and also whether defendants had knowledge of the intended sale and whether their filing of the lien was justified ( see, Daniel Goldreyer, Ltd. v. Van de Wetering, 217 A.D.2d 434, 437-438). We have considered plaintiff's other arguments and find them to be without merit.
Concur — Milonas, J.P., Mazzarelli, Andrias and Colabella, JJ.