Opinion
87
January 31, 2002.
Order, Supreme Court, New York County (Robert Lippmann, J.), entered August 21, 2000, which granted defendants' motion to dismiss the complaint pursuant to CPLR 3211(a)(1) and (7), unanimously affirmed, with costs.
NEAL SCHWARZFELD, for plaintiff-appellant.
MARK KALISH, for defendants-respondents.
Before: Tom, J.P., Sullivan, Rosenberger, Wallach, Buckley, JJ.
Inasmuch as the parties' agreement specifically provided that defendants would have the absolute right to decline to enter a contract to sell defendant corporation's assets and would incur no liability to plaintiff broker for so doing, the imposition of liability upon defendants for refusing to negotiate an agreement to sell the assets of defendant corporation to a putative buyer procured by plaintiff would be inconsistent with the terms of the parties' contractual relationship and negate their established intentions (see, Sheth v. New York Life Ins. Co., 273 A.D.2d 72, 73; see also, Graff v. Billet, 101 A.D.2d 355, 356,affd 64 N.Y.2d 899).
THIS CONSTITUTES THE DECISION AND ORDER OF THE SUPREME COURT, APPELLATE DIVISION, FIRST DEPARTMENT.