Fourth Department – Option contract: Cass v. Newell

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New York State Supreme Court, Appellate Division, Fourth Judicial Department

Option contract — Expiration of option — Breach of contract

Cass v. Newell

CA 25-00524

Appealed from Supreme Court, Chautauqua County

Background: The plaintiff commenced an action alleging breach of an option agreement between the parties. The defendants moved to dismiss the complaint but were denied.

Ruling: The Appellate Division reversed. The court held that option agreement is not ambiguous and the defendants did not breach it. When the plaintiff attempted to exercise the option, it had already expired inasmuch as the deadline had passed and the plaintiff never exercised his right to extend the option period, and the defendant no longer owned 100% interest in the LLCs at issue. Furthermore, it is immaterial that the defendant had already transferred the assets of the LLCs and dissolved the LLCs prior to that time.

Axelle Lecomte, of The Legal Aid Bureau of Buffalo, for the defendant-appellant; April J. Orlowski, of the district attorney’s office, for the respondent.

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