an arms length transaction for a purchase price in the sum of $10,600,000.00. The NYS
and NYC transfer taxes were paid by Keap The Hope LLC for $278,250.00 and
$42,400.00, respectively.
The Court has had an opportunity to review the entire disputed lease
agreement and the prior agreement between the former owner, the Walben Company and
Fred Brenner, and finds that the agreements are substantively the same. They were "Net"
leases for the entire properties that contained yearly terms from January 1, to December
31, did not increase the fixed rent for many years and contained options to purchase the
property as stated below.
This Court shall rely on these facts in the analysis below.
CONTRACTUAL AMBIGUITY
Any determination in this proceeding must first be guided by principles of contract
law. A fundamental tenant of contract law is that the agreements should be construed in
accordance with the intent of the parties and the best evidence of the parties' intent is
what they express in their written contract.
Legal research readily discloses that the first stage of such inquiry in any breach of
contract claim is whether the underlying contract, albeit, in this case, a lease agreement,
is uneqivocable and contains the necessary provisions to constitute a meeting of the
minds between the parties. A determination of whether or not an agreement is ambiguous
is a question of law to be decided by the courts and only after an analysis of the four
corners of the instrument (see Kass v. Kass, 91 NY2d 554, 566, 673 N.Y.S.2d
350 [1998]; Todd v. Grandoe Corp., 302 AD2d 789, 790, 756 N.Y.S.2d 658 [2003]).
[*13]Suffice to say, if any ambiguity exists in the
instrument, then the courts will look to extrinsic evidence and may consider such facts in