Commercial Division Blog
Plaintiff States Contract Claim Based on Two Separate, Contemporaneous Documents
On August 7, 2014, Justice Demarest of the Kings County Commercial Division issued a decision in 833 Management, LLC v. Great Empire 65 Realty, LLC, 2014 NY Slip Op. 51189(U), finding that the plaintiff had stated a claim for breach of contract based on two contemporaneous documents.
In 833 Management, the defendants moved to dismiss the plaintiff's cause of action for breach of contract. The court ultimately dismissed all but one defendant based on a release, but did find that the plaintiff had stated a cause of action for breach of contract that relied on two separate documents that were signed at the same time, explaining:
Agreements executed at substantially the same time and related to the same subject matter are regarded as contemporaneous writings and must be read together as one. Plaintiff asserts that the handwritten document was signed by Andy To and Chen at the same time as the parties signed the Contract of Purchase and Sale, and both documents are dated June 3, 2013. Defendants essentially do not dispute that this handwritten document was signed by Chen on June 3, 2013 and Chen's affidavit provides no information regarding the circumstances under which it was signed. The two writings are also related to the same subject matter, specifically the closing of the sale of the Premises, and therefore must be read together as one agreement. The Court notes that while the signatories to the Contract of Purchase and Sale include EEM Realty, Henry Chen as a member of Great Empire, and Andy To as agent for 833 Management, the handwritten agreement is executed by Andy To as agent for 833 Management and individually by Chen. Although the signatories are not identical, both agreements appear to be part of the same transaction, and therefore must be read together. Taking plaintiff's contentions as true, plaintiff has stated a cause of action for breach of contract by pleading that the handwritten agreement was additional consideration for 833 Management's entering into the Contract of Purchase and Sale.
(Internal quotations and citations omitted) (emphasis added).