RPS Props., LLC v Performance Props., Inc.
Annotate this CaseDecided on November 18, 2005
Civil Court of the City of New York, Kings County
RPS Properties, LLC, Petitioner
against
Performance Properties, Inc., Respondent
78598 L&T 2005
Eileen N. Nadelson, J.
Petitioner Landlord instituted this commercial non-payment proceeding against Respondent Tenant for rent arrears Petitioner alleges were occasioned by Respondent's wrongful deduction of $2000 per month for each of three floors it occupies at the subject location. Both parties agree that the ultimate determination of this matter rests on the legal interpretation of a single clause in the lease.
The lease provision that provides the basis for this lawsuit states:
The rent for all floors shall be reduced from $7000 to $5000 each month if the
first floor and the fourth floor are not delivered vacant and broom clean in 18
months of the commencement of this lease. The basement rent shall be reduced
proportionately.
Respondent originally took possession of the third floor of the premises at a monthly rental of $7000; subsequently, Respondent took possession of the second floor at a monthly rental of $7000, bringing Respondent's total monthly rental to $14,000 for the two floors.
Within the eighteen months specified in the above-quoted lease provision, Respondent acquired possession of the fourth floor. However, the first floor of the building continues to be occupied by a different tenant and consequently that floor has not been delivered to Respondent as provided for in the lease.
Based on the lease provision in question, Respondent reduced its rent by $6000 per month, $2000 for each floor it actually occupies. Respondent argues that such reduction is justified by the contract clause appearing above. [*2]
Conversely, Petitioner's argument is that the correct interpretation of the lease only permits a rent reduction if neither the first or fourth floors are delivered to Respondent; because Respondent is in possession of the fourth floor, no rent deduction is warranted.
The crux of the problem lies in the interpretation to be given to the words "if the first and the fourth floor are not delivered vacant." Initially, an argument was raised that the clause in question was ambiguous, and that in light of the ambiguity the court must follow the strict rule of construction and interpret the document in a light most favorable to the non-drafting party. Turner Press, Inc. V. Gould, 76 AD2d 906, 429 N.Y.S.2d 239 (2d Dept. 1980).
According to The Law Dictionary, Anderson Publishing Co., 2002, "ambiguity" is defined as:
the quality or state of being subject to two or more different interpretations. There
are two species of ambiguity: (a) patent, i.e., apparent on the face of the instrument,
which may occasionally be supplied or explained by extrinsic evidence, i.e., evidence
not contained in the instrument itself; (b) latent, where the instrument being
apparently free from obscurity, a doubt arises in carrying it into execution, e.g., from
a name used in it being applicable to two persons or things....
The court does not agree that the provision in question is ambiguous, either patently or latently, and therefore it need not view the clause against Petitioner as drafter of the lease. Parties to a contract may not create an ambiguity where none exists merely by urging conflicting interpretations of their agreement. Metropolitan Life Ins. Co. v. R.J.R. Nabisco, Inc., 906 F.2d 884 (2d Cir. 1990). In the instant case, no duplicity in meaning appears on the face of the instrument, and no doubt can arise from its interpretation because it involves multiple objects that could be the subject of the clause. The confusion arises from the interpretation of the word "and" in the lease provision.
When the terms of a written contract are clear and unambiguous, it is a primary rule of construction of contracts that the intent of the parties must be found within the four corners of the contract, giving a practical interpretation to the language employed and the parties' reasonable expectations. Pecker Iron Works of New York, Inc. v. Traveler's insurance Co., 290 AD2d 426, 736 N.Y.S.2d 103 (2d Dept. 2002). Interpretation of a lease is governed by the same rules as are applicable to contracts generally, and where the intent of the parties' is unambiguously set forth in a written agreement, the court will concern itself with the parties' intent only insofar as it may be discerned from the four corners of the document. Fox Paper, Ltd. v. Schwarzman, 168 AD2d 604, 563 N.Y.S.2d 439 (2d Dept. 1990).
As Petitioner correctly points out in its memorandum of law, the use of the word "and" alone means "also" or "in addition;" which creates a single unit of the items so joined; standing alone the use of "and" cannot be construed to mean "either," which would arise out of the use of the term "and/or." Based on Petitioner's own interpretation of the words employed in the lease, [*3]Respondent was entitled to a rent reduction if the first and fourth floors together were not delivered. Petitioner is apparently arguing in the reverse, i.e., since one of the floors was delivered, no rent reduction is permitted the reduction would only be warranted if neither floor were not turned over. This is a convoluted and specious interpretation of clear language.
Respondent was entitled to a rent reduction if both floors were not delivered to it. Both floors were not delivered to it, and hence the deduction is allowed. No provision was made for partial delivery it was both or nothing. If Petitioner intended a more specific, limited, or narrower meaning of the terms used, it was its burden, as the drafter of the lease, to so specify. Under the guise of contract construction, the court cannot interpret language in such a way as would distort the contract's apparent meaning. Slamow v. Delcol, 174 AD2d 725, 571 N.Y.S.2d 335 (2d Dept. 1991)..
Based on the foregoing, the court finds in favor of Respondent.
Dated: November 18, 2005
__________________________
EILEEN N. NADELSON, J.C.C.
Some case metadata and case summaries were written with the help of AI, which can produce inaccuracies. You should read the full case before relying on it for legal research purposes.
This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.
