Friedman v. Sommer

17 Citing cases

  1. ALH Properties Ten, Inc. v. 306-100th Street Owners Corp.

    191 A.D.2d 1 (N.Y. App. Div. 1993)   Cited 15 times
    Reciting the definition of a "security" for purposes of the Martin Act, N.Y. Gen. Bus. L. § 352

    In Silverman (supra, at 168) it was stated that the "crucial issue presented is whether or not the underlying sale of the stock and proprietary lease in the co-operative apartment was one of realty or personalty". It was properly concluded that the contract at issue involved a sale of personalty, and specifically a sale of goods governed by UCC article 2. The conclusion that UCC article 2 should be applied to determine the amount of damages which could be awarded upon the breach of a contract for the sale of a cooperative apartment has been approved since Silverman (supra; see, Weiss v. Karch, 62 N.Y.2d 849; Friedman v Sommer, 63 N.Y.2d 788). In arriving at its conclusion the Court in Silverman (supra) discussed the relationship between article 2 and article 8 and the relevance of article 8 to cooperatives and concluded that the two articles should be read in harmony with each other.

  2. Campbell v. Mark Hotel Sponsor, LLC

    09 Civ. 9644 (WHP) (S.D.N.Y. Aug. 20, 2012)   Cited 7 times
    Reducing fee award because the number of hours billed was “unreasonable,” and no client “would pay over $3.3 million in fees and expenses for the mere possibility of securing a $4.68 million down payment”

    898 F. Supp. at 1013, aff'd, 101 F.2d 108 (2d Cir. 1996). Under New York law, however, sales of cooperative apartments are governed by UCC Article 2. Friedman v. Sommer, 471 N.E.2d 139,140 (N.Y. 1984). And New York's UCC "rejects any doctrine of election of remedy as a fundamental policy and thus the remedies are essentially cumulative in nature and include all of the available remedies for breach. Whether the pursuit of one remedy bars another depends entirely on the facts of the individual case."

  3. In re McNair

    90 B.R. 912 (Bankr. N.D. Ill. 1988)   Cited 3 times

    On the other hand, other courts have focused on the stock and treated the ownership interest in co-operative apartments as personal property. Weiss v. Karch, 62 N.Y.2d 849, 850, 477 N YS.2d 615, 466 N.E.2d 155 (1984) (sale of co-operative essentially a sale of securities, governed by Article 2 of the Uniform Commercial Code); Friedman v. Sommer, 63 N.Y.2d 788, 481 N YS.2d 326, 471 N.E.2d 139 (1984) (same); Silverman v. Alcoa Plaza Associates, 37 A.D.2d 166, 323 N.Y.S.2d 39 (1971) (Article 2 measures of damages applicable to contract for sale of co-operative apartment); Shor (judgment lien on real estate did not attach to apartment owner's interest). It is noteworthy that the decision in Shor was principally based on a New York statute expressly authorizing, and specifying a procedure for, co-operative apartment financing.

  4. Lin v. Metromedia, Inc.

    74 N.Y.2d 54 (N.Y. 1989)   Cited 76 times
    Stating that "[t]he effect of a right of refusal . . . is to bind the party who desires to sell not to sell without first giving the other party the opportunity to purchase at the price specified" in an action regarding a right of first refusal to purchase an ownership interest

    Moreover, Vorpe v Key Is. ( 374 So.2d 1035 [Fla Dist Ct App 1979]), on which LIN also relies, is not in point, since in that case the first-party offeree had committed itself to match the third-party offer before that sale was rescinded by court order. We reject LIN's contention that Friedman v Sommer ( 63 N.Y.2d 788) is in some way inconsistent with the conclusion that a first refusal offer should not be irrevocable. There, we simply held that an offer made to a tenant in a cooperative conversion contained no "assurance that it [would] be held open" so as to make it irrevocable under UCC 2-205.

  5. LI Equity Network, LLC v. Village in Woods Owners Corp.

    79 A.D.3d 26 (N.Y. App. Div. 2010)   Cited 33 times
    In LI Equity the successful bidder on foreclosed shares allocated to a cooperative apartment sought specific performance of the closing of title in connection with the transfer of the shares.

    "Cooperative apartments are personal property, not real property" ( Matter of Pollack, 18 AD3d 555, 557). Accordingly, "[a] contract for the sale of a cooperative apartment, in reality a sale of securities in a cooperative corporation, is governed by the Uniform Commercial Code" ( Friedman v Sommer, 63 NY2d 788, 789). As here, where a cooperative tenant defaults "on a security agreement which underlies a loan related to the purchase of shares in a cooperative, the remedies found in UCC article 9 are available to the lender" ( Fridman v Dime Sav. Bank of N.Y., 204 AD2d 387, 388).

  6. Kowalchuk v. Stroup

    61 A.D.3d 118 (N.Y. App. Div. 2009)   Cited 251 times
    Holding that a contract was formed where one party sent an offer via email

    Notably, there is no indication that at any time in the course of arriving at the terms of the agreement was it proposed that the parties not be bound until a written agreement was fully executed. Defendant also relies on the rule that in the absence of consideration, an offer to enter into a contract may be revoked prior to acceptance ( see Friedman v Sommer, 63 NY2d 788, 789; Evans v 2168 Broadway Corp., 281 NY 34), reasoning that because his offer was made without consideration, he was entitled to revoke it. However, this rule is simply inapplicable to the present circumstances.

  7. Measom v. Greenwich Perry St. Hous. Corp.

    227 A.D.2d 312 (N.Y. App. Div. 1996)   Cited 3 times

    Plaintiffs commenced an action in October 1994 alleging, as here pertinent, fraudulent inducement with respect to a November 1987 contract whereby plaintiffs purchased the shares allocated to a cooperative apartment. CPLR 203 (g), which permits commencement of an action for fraud within two years of actual or imputed discovery of the fraud, explicitly excepts from its provisions actions governed by article 2 of the Uniform Commercial Code. The law is clear in New York that stock allocated to and the proprietary lease for a cooperative apartment are personalty, and that a contract for the sale of the stock and proprietary lease is governed by UCC article 2 ( Friedman v. Sommer, 63 N.Y.2d 788; Silverman v. Alcoa Plaza Assocs., 37 A.D.2d 166). Accordingly, the contract herein is governed by the four-year Statute of Limitations set forth in UCC 2-725 (1), and the cause of action for fraud is time-barred ( see, McLeod v. Cowles, 215 A.D.2d 460, lv dismissed 87 N.Y.2d 918). Concur — Murphy, P.J., Sullivan, Wallach, Nardelli and Tom, JJ.

  8. McLeod v. Cowles

    215 A.D.2d 460 (N.Y. App. Div. 1995)   Cited 6 times

    The Supreme Court granted the motion to dismiss and we now affirm. "A contract for the sale of a cooperative apartment, in reality a sale of securities in a cooperative corporation, is governed by the Uniform Commercial Code" (Friedman v Sommer, 63 N.Y.2d 788, 789; see also, Weiss v Karch, 62 N.Y.2d 849, 850). Thus, contrary to the plaintiffs' contention, their action for breach of contract was subject to the four-year Statute of Limitations set forth under UCC 2-725 (1) and not the six-year Statute of Limitations contained at CPLR 213 (2) (see generally, ALH Prop. Ten v 306-100th St. Owners Corp., 191 A.D.2d 1; Silverman v Alcoa Plaza Assocs., 37 A.D.2d 166).

  9. Sabin-Goldberg v. Horn

    179 A.D.2d 462 (N.Y. App. Div. 1992)   Cited 11 times

    However, the Court of Appeals has repeatedly held that the valuation of shares in a cooperative apartment is governed by UCC 2-713 and is treated as personal property. (Friedman v. Sommer, 63 N.Y.2d 788; Weiss v Karch, supra.) Defendant contends that plaintiffs have not preserved this issue by a specific objection to the charge treating the sale as one of realty.

  10. Lin v. Metromedia, Inc.

    139 A.D.2d 124 (N.Y. App. Div. 1988)   Cited 8 times

    In neither agreement, the New York or Philadelphia, is the right of first refusal independent of the desire by the other party to sell. The Supreme Court, citing Friedman v. Sommer ( 63 N.Y.2d 788), interpreted the words "exclusive right to purchase" contained in the New York agreement as bestowing an irrevocable right upon LIN. Yet, exclusive and irrevocable are not the same.