Schuykill Fuel Corporation v. B. C. Nieberg Realty Corporation, 250 N.Y. 304, 308, 165 N.E. 456, 458 (Crt. of App. 1929) (Cardozo, J.). Saxis' maneuvers in these actions have been directed toward the avoidance of paying any damages to anyone, even though the arbitrators found it was a wrongdoer and liable to Multifacs. Under these circumstances, Multifacs' inability to prove damages in the prior action should not bar an attempt to have them ascertained, now that this has become possible. See Lawlor v. National Screen Service Corp., 349 U.S. 322, 75 S.Ct. 865, 99 L.Ed. 1122 (1955); Radick v. Underwriters at Lloyd's London, 137 F.2d 21 (7 Cir. 1943); Fields Holding Co., Inc. v. Chanbrook Realty Co., Inc., 246 App.Div. 241, 285 N.Y.S. 182 (Sprm.Ct.App.Div. 1st Dept. 1936); Clark v. Scoville, 198 N.Y. 279, 91 N.E. 800 (Crt. of App. 1910). Ordinarily, "[a] decision by arbitrators is as binding and conclusive . . . as the judgment of a court . . .
In doing so, this court is free to look beyond the law of Massachusetts, since a national scheme is desirable in the determination of tax questions. The relation in which the security is to be held is a matter of agreement between the parties. Fields Holding Co. v. Chanbrook Realty Co., 1936, 246 App. Div. 241, 285 N.Y.S. 182. Accordingly, the intent of the parties, as gathered from the language employed in the lease agreement, must be given great weight in determining the nature of this relation.
Petitioner cites no case where it was ever held a landlord was entitled to retain a nondefaulting tenant's deposit as against the tenant's claim for its return made after the lease was terminated. It is the well-established rule of landlord and tenant law that a deposit made by the tenant as security for promised performance of the covenants of a lease can be retained by the landlord only as long as the relationship of landlord and tenant continues. Sutton v. Goodman, 194 Mass. 389, 80 N.E. 608; Fields Holding Co. v. Chanbrook Realty Co., 285 N.Y.S. 182; Kane v. Dunn, 118 N.E. 2d 66 (Ill.); Berghoff v. Koblitz, 258 P.2d 1059 (Calif.)
But many of those cases involved lease provisions that expressly required a landlord to credit its excess rent to past due amounts owed under the lease and did not rely solely on common law principles. See, e.g., Dalamagas v. Fazzina, 36 Conn.Supp. 523, 414 A.2d 494, 495 (1979) (lease required landlord "to apply the rental payments received as a credit to the lessee [ ] against the rental due the lessors and the expenses of reletting"); Centerline Inv. Co. v. Tri-Cor Indus., Inc., 80 S.W.3d 499, 504 (Mo. Ct. App. 2002) (lease required landlord to credit new rents to "all sums due or to become due [to] Landlord hereunder"); Fields Holding Co. v. Chanbrook Realty Co., 246 A.D. 241, 246, 285 N.Y.S. 182 (N.Y. App. Div. 1936) (stating that the "remainder [of the rent], if any, to be paid over to the tenant"). Others involve only a claim for a credit to the defaulting tenant for the time the property sat vacant, not for time when the defaulting tenant remained in possession of the property (unlike PARC’s request here).
Such change in the relation of the parties clearly relieves the defendants of any further obligation. The cases relied on in the court below ( Michaels v. Fishel, 51 App. Div. 274; affd., 169 N.Y. 381, and Fields Holding Co., Inc., v. Chanbrook Realty Co., Inc., 246 App. Div. 241) dealt entirely with the question of the right of the tenant to a return of the deposit upon the termination of the lease in advance of the time fixed by the terms of the lease. These cases have no application to the obligation of a guarantor which under the rules hereinbefore stated must be strictly limited to the contract made and cannot by implication be extended to cover situations not expressly made a part thereof.
" Again, in the case of Fields Holding Co., Inc., v. Chanbrook Realty Co., Inc. ([1936] 246 A.D. 241, at p. 244), the court, enunciating the same principle of law, said: "The former landlord-defendant claims that the obvious intent to be deduced from the foregoing cited clauses is that the landlord was under any and all circumstances to keep whatever security was left in his hands and to be free from any suit until 1947. The plaintiff, on the other hand, takes the position that upon the defendant's loss of all interest and right in the leased premises the mutual obligations of the plaintiff and defendant under the lease became final and conclusively fixed, that any need for further retention by defendant of the security deposited with it ceased, and that plaintiff's right to recover such security accrued.