Opinion
March 30, 1995
Appeal from the Supreme Court, New York County (Alice Schlesinger, J.).
We agree with the IAS Court that defendant sponsor's assignment to plaintiff cooperative of its security deposit on the ground lease is not amenable to mutual mistake analysis (see, Chimart Assocs. v. Paul, 66 N.Y.2d 570), since the assignment which was executed by one of the sponsor's principals alone, on behalf of both the sponsor and the cooperative, was not an arm's length transaction; that the assignment should not be reformed on the ground of unilateral mistake because the amount involved, being only one-quarter of one percent of the total offering price, is immaterial; and also because the party in error, who admits that he did not read the assignment before executing it, did not exercise ordinary care (21 N.Y. Jur 2d, Contracts, § 121; Seyfried v. Greenspan, 92 A.D.2d 563, 566, lv denied 58 N.Y.2d 1114); and that defendants should bear the risk of any mistake (see, Restatement [Second] of Contracts § 154 [c]), since plaintiff was under their control at the time of the assignment, and as sponsors they owe plaintiff and its shareholders "the most rigid standards of fair dealing and good faith" (People v. Lexington Sixty-First Assocs., 38 N.Y.2d 588, 595).
Concur — Rubin, J.P., Ross, Nardelli, Williams and Tom, JJ.