JOHN SAVASTA ET AL., APPELLANTS, v. 470 NEWPORT ASSOCIATES, ET AL.,
RESPONDENTS.
82 N.Y.2d 763, 623 N.E.2d 1171, 603 N.Y.S.2d 821 (1993).
October 7, 1993
2 No. 164 (1993 NY Int. 175)
Decided October 7, 1993
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This memorandum is uncorrected and subject to revision before
publication in the New York Reports.
Leonard W. Wagman, for Appellants.
Timothy P. Coon, for Respondents.
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MEMORANDUM:
The order of the Appellate Division should be affirmed, with costs.
Plaintiffs' predecessors in interest sold a property containing two
apartment buildings to defendant general partnership and took back a
mortgage. Subsequently, the general partnership had difficulty in
making its mortgage payments to plaintiffs. For consenting to the
refinancing of the mortgage, plaintiffs were made limited partners
with a 20% interest in the partnership's profits. Under the
partnership agreement, plaintiff limited partners' interest was to
terminate on January 31, 1985. At the center of this dispute is
paragraph 4 of the partnership agreement, which provided that "should
the partnership prior to January 31, 1985, dispose of (the property)
by sale or otherwise then this partnership shall terminate upon any
partner hereto giving written notice to that effect to the other
partners." The agreement was silent with respect to the period within
which the written notice was to be served.
In November 1982, the general partnership created a corporation and
transferred its sole asset, the apartment complex, to the corporation
and converted the property to cooperative apartments. At the closing,
defendant general partners paid in full the original mortgage held by
plaintiffs. Then or shortly thereafter, the corporation sold
approximately 20% of the cooperative shares to individual apartment
owners.
Plaintiff limited partners, however, did not give notice to terminate
the partnership at that time. Indeed, on March 3, 1983, they accepted
SNIPPETS:
This memorandum is uncorrected and subject to revision before publication in the New York
Leonard W. Wagman, for Appellants.
Timothy P. Coon, for Respondents.
The order of the Appellate Division should be affirmed, with costs.
Plaintiffs' predecessors in interest sold a property containing two apartment buildings to
For consenting to the refinancing of the mortgage, plaintiffs were made limited partners with
Under the partnership agreement, plaintiff limited partners' interest was to terminate on
At the center of this dispute is paragraph 4 of the partnership agreement, which provided
The agreement was silent with respect to the period within which the written notice was to be
In November 1982, the general partnership created a corporation and transferred its sole
defendant general partners paid in full the original mortgage held by plaintiffs.
Indeed, on March 3, 1983, they accepted $45,073.32 as the full amount the general partners
For the next 18 months, the limited partners accepted, without objection, monthly payments of
Finally, on September 6, 1984, they sent the general partners a purported notice of
Even then, they continued to accept monthly payments from the general partners until January
When a contract does not specify time of performance, the law implies a reasonable time
What constitutes a reasonable time for performance depends upon the facts and circumstances
In the present case the Appellate Division concluded that in light of all the circumstances,
We agree with that determination, and accordingly, even if plaintiffs are correct that the
Chief Judge Kaye and Judges Simons, Titone, Hancock, Bellacosa and Smith concur.
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