Two Guys v. S.F.R. Realty Associates

10 Citing briefs

  1. Deutsche Bank National Trust Company, solely in its capacity as Trustee for the Harborview Mortgage Loan Trust Series 2007-7, Appellant,v.Flagstar Capital Markets Corporation, Defendant, Quicken Loans, Inc., Respondent.

    Brief

    Filed September 6, 2018

    Bank v. Sommer, 8 N.Y.3d 318, 324–25, 328 (2007) (rejecting interpretation of contract that would render contract provision meaningless, explaining that the “court should ‘construe the agreements so as to give full meaning and effect to the material provisions’. . . . A reading of the contract should not render any portion meaningless . . . .”); Two Guys from Harrison-N.Y., Inc. v. S.F.R. Realty Assocs., 63 N.Y.2d 396, 403 (1984) (in construing a contract, a 3 The repurchase protocol provides: “Within sixty (60) days of the earlier of either discovery by or notice to the Seller of any such breach of a representation or warranty, which materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser therein . . . , the Seller shall use its commercially reasonable efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Seller shall, at the Purchaser’s option, repurchase such Mortgage Loan at the Repurchase Price.” (R95-96 § 9.

  2. Garthon Business Inc., et al., Respondents,v.Kirill Ace Stein, et al., Appellants.

    Brief

    Filed September 12, 2017

    “In construing a contract, one of a court's goals is to avoid an interpretation that would leave contractual clauses meaningless.” Two Guys from Harrison-N.Y., Inc. v S.F.R. Realty Assoc., 63 N.Y.2d 396, 403 (1984). The only substantive provisions in the Termination Agreement concern its termination of Agreement 1 and the release of liability under that agreement.

  3. In the Matter of Viola Dial, Respondent,v.John Rhea,, Appellant, 690 Gates, LP, Respondent.

    Brief

    Filed March 24, 2015

    First, Petitioner gives undue force to a single word, "shall," while completely ignoring an entire paragraph, 22(f), the only provision that addresses the statute of limitations. See Westmoreland Coal Co., 100 N.Y.2d 352, 358 (2003) ("[t]he meaning of a writing may be distorted where undue force is given to single words or phrases") (internal quotations and citations omitted); Two Guys from Harrison - N.Y. v. S.F.R. Realty Assocs., 63 N.Y.2d 396,402 (1984) ("In construing a contract, one ofa court's goals is to avoid an interpretation that would leave contractual clauses 11 meaningless"); Riverside S. Planning Corp. v. CRPlExtell Riverside, L.P., 60 A.D.3d 61,62 & 66 (1st Dep't 2008) (holding a party cannot excise a term of a contract to make a new contract to "obtain through litigation and rhetoric what it plainly could not obtain from its adversaries through contract negotiations"). Second, if, as Petitioner argues, the word "shall" is "ordinarily the language of command" (Pet. Br.

  4. Morpheus Capital Advisors LLC, Respondent,v.UBS AG, Defendant, UBS Real Estate Securities, Inc., Appellant.

    Brief

    Filed May 6, 2014

    By specifying only two buyers as to which Morpheus would receive a Success Fee on a sale by the owner, that Sentence necessarily means that Morpheus would not receive a Success Fee if the owner, UBSRE, sold Student Loan Assets to the SNB (or to any buyer found by UBSRE without any broker, except Morgan Stanley and NBF). See, e.g., Two Guys From Harrison-N.Y., Inc. v. SFR Realty Assoc., 63 N.Y.2d 396, 403-04 (1984) (where lease authorized one NEWYORK 9058928 v2 9 type of alteration, lease “should be read as implicitly prohibiting other alterations”); Cruz v. TD Bank, N.A., 2013 N.Y. LEXIS 3188, at *15 (Nov. 21, 2013) (“[T]he expressio unius doctrine . . . is typically used to limit the expansion of a right . . . not as a basis for recognizing unexpressed rights by implication.”).

  5. JFK Holding Company LLC, et al., Respondents,v.City of New York, et al., Defendants, The Salvation Army, Appellant.

    Brief

    Filed October 16, 2013

    Having articulated specific conditions to the limitation of liability, the contract cannot be read to create implied conditions. See Two Guvs from Harrison-N.Y. v. S.F.R. Realty Assocs., 63 N.Y.2d 396, 403-04 (1984); Woodmere Academy v. Steinberg, 41 N.Y.2d 746, 750 (1977); Rosado v. Evereadv Ins. Co., 34 N.Y.2d 43, 48 (1974); Mastrocovo v. Ca izzi, 87 A.D.3d 1296, 1298 (4th Dept 2011). Application of the maxim prevents turning the covenant to use commercially reasonable efforts if the City failed to pay "such amounts" as specified in the Lease (see TSA Brief at 31-33) into a condition to limitation of liability.

  6. Keith Orsi,, et al., Appellants,v.Susan Haralabatos,, et al., Respondents, et al., Defendants.

    Brief

    Filed February 13, 2013

    They appear to be the first to interpret Thompson v County of Erie (61 NY2d 648, 649 [1983]) in this manner, as "shepardizing" the case shows that no other authority has ever relied on it to support this proposition. Furthermore, two other Court of Appeals cases have been cited in opposing parties' briefs in support of the claim that the proper standard of 27 review is de novo (Two Guys from Harrison-NY v S.F.R. Realty Assoc., 63 NY2d 396 [1984]; Weingarten v Bd of Trustees of NY City Teachers' Retirement Sys., 98 NY2d 575 [2002], cited in Federal Ins. Co. v International Bus. Machs.

  7. Mastr Adjustable Rate Mortgages Trust 2006-OA2 et al v. UBS Real Estate Securities Inc.

    MEMORANDUM OF LAW in Opposition re: 14 MOTION to Dismiss The Complaint.. Document

    Filed November 27, 2012

    Even if that were correct, that reasoning cannot apply here, since if the purchase price of all liquidated loans was zero (on the basis that that was their value as of the date of repurchase), there would be no need to specifically state that the purchase price of loans liquidated “during the related Prepayment Period” was zero, and the latter statement would be redundant. See Two Guys from Harrison-N.Y. v. SFR Realty Assoc., 63 N.Y.2d 396, 403 (1984) (“In construing a contract, one of a court’s goals is to avoid an interpretation that would leave contractual clauses meaningless.” (citation omitted)).11 11 MASTR is also distinguishable on two further grounds: (1) the court held that all of the loans at issue in that case had been foreclosed, 2012 WL 4511065, at *1, whereas here many of the loans have been neither foreclosed nor liquidated; and (2) the court in MASTR appeared to Case 1:12-cv-07322-HB Document 30 Filed 11/27/12 Page 21 of 29 18 Moreover, UBS Real Estate’s construction would have the effect of exculpating UBS Real Estate from liability, and all accountability, for the loans most severely in breach—i.e., Liquidated Loans.12 Even if the contract could be read in this way, this cannot have been the intent of the parties.

  8. Cozen O'Connor, P.C. v. Fischbein

    MEMORANDUM OF LAW in Support re: 43 MOTION for Summary Judgment.. Document

    Filed October 26, 2011

    Likewise, the New York Court of Appeals has stated that, "[i]n construing a 13 Case 1:10-cv-03250-AKH Document 50 Filed 10/26/11 Page 17 of 24 contract, one of a court's goals is to avoid an interpretation that would leave contractual clauses meaningless." Two Guys From Harrison-1V.Y., Inc. v. S.F.R. Realty Assocs., 63 N.Y.2d 396, 403 (1984); see, e.g., World-Link, Inc. v. Citizens Telecomms. Co., 99 Civ. No. 3054 (GEL), 2000 U.S. Dist. LEXIS 18510, at *6 (S.D.N.Y. Dec. 27, 2000) ("when interpreting a contract, court must 'safeguard against adopting an interpretation of a provision that would render any individual provision superlfuous,'" quoting Sayers v. Rochester Tel. Corp., 7 F.3d 1091, 1095 (2d Cir. 1993)). There is an additional reason that interpreting "generate" to mean "originate" would render 'Billing Attonrey' and/or 'Working Attonrey' . . . (as those terms are defined by Cozen O'Connor)" superfluous: the Billing Attorney revenues and the Working Attorney revenues for any particular matter, or any particular period of time, are necessarily the same revenues — each dollar collected is listed in both categories. Therefore, there would have been no need to include Billing Attorney revenues in the formula if Fischbein was to get credit for other lawyers' work — and no need to include Working Attorney rev

  9. The Bank of New York Mellon, solely as Securities Administrator for J.P. Morgan Mortgage Acquisition Trust 2006-WMC4, Respondent,v.WMC Mortgage, LLC, Defendant, J.P. Morgan Mortgage Acquisition Corporation, et al., Appellants.

    Brief

    Filed October 19, 2016

    As the trial court observed, “it is hard to see the logic” of such a warranty (R. 22), providing yet further reason to reject JPM’s interpretation. See Two Guys from Harrison-N.Y., Inc. v. S.F.R. Realty Associates, 63 N.Y.2d 396, 403 (1984) (“In construing a contract, one of a court’s goals is to avoid an interpretation that would leave contractual clauses meaningless.”).

  10. 230 Park Avenue Holdco, LLC, Appellant,v.Kurzman Karelsen & Frank, LLP, et al., Respondents.

    Brief

    Filed March 22, 2016

    [c]; Fleischman v. Furgueson, 223 N. Y. 235; Rentways, Inc., v. O'Neil Milk & Cream Co., 308 N. Y. 342, 347.) Five decades later the Appellate Division reiterated the Muzak Corp. rule in 150 Broadway N.Y. Assoc., L.P. v Bodner, 14 A.D.3d 1, 6 (1st Dep’t 2004): It is a cardinal rule of contract construction that a court should “avoid an interpretation that would leave contractual clauses meaningless” (Two Guys from Harrison-N.Y. v S.F.R. Realty Assoc., 63 NY2d 396, 403 [1984]). Stated otherwise, “[c]ourts ‘are obliged to interpret a contract so as to give meaning to all of its terms' ” (Excel Graphics Tech.