symphony space v.pergola

symphony space v.pergola



In 1978, respondet Symphony and Broadwest Realty Corporation engaged in a transaction whereby Broadwest sold the entire building to Symphony for the below-market price of $ 10,010 and leased back the income-producing commercial property, excluding the theater, for $1 per year. The contract specified that $ 10 was to be paid at the closing and $ 10,000 was to be paid by means of a purchase-money mortgage. Broadwest maintained liability for the existing $ 243,000 mortgage on the property as well as certain maintenance obligations. As a condition of the sale, Symphony, for consideration of $ 10, also granted Broadwest an option to repurchase the entire building. Notably, the transaction did not involve Pomander Walk or the Healy Building. Due to Symphony’s alleged default on the mortgage note, defendant Swett served Symphony with notice in January 1985 that it was exercising the option on behalf of all defendants. According to Symphony, it then discovered that the option agreement was possibly invalid. Consequently, in March 1985, Symphony initiated this declaratory judgment action against Broadsteet, arguing that the option agreement violated the New York statutory prohibition against remote vesting and clogged its equity of redemption under the mortgage.  The court found that the remedy of recission could not be applied because there was an irreconcilable conflict in applying a remedy that was designed to void a transaction because it failed to carry out the parties’ true intent to a transaction in which the mistake made by the parties was the application of the Rule against Perpetuities, the purpose of which was to defeat the intent of the parties.


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