Rick Consulting Corp. v. Associated Food Stores, LLC

Order, Supreme Court, New York County (Robert Lippmann, J.), entered August 21, 2000, which granted defendants’ motion to dismiss the complaint pursuant to CPLR 3211 (a) (1) and (7), unanimously affirmed, with costs. Inasmuch as the parties’ agreement specifically provided that defendants would have the absolute right to decline to enter a contract to sell defendant corporation’s assets and would incur no liability to plaintiff broker for so doing, the imposition of liability upon defendants for refusing to negotiate an agreement to sell the assets of defendant corporation to a putative buyer procured by plaintiff would be inconsistent with the terms of the parties’ contractual relationship and negate their established intentions (see, Sheth v New York Life Ins. Co., 273 AD2d 72, 73; see also, Graff v Billet, 101 AD2d 355, 356, affd 64 NY2d 899). Concur — Tom, J.P., Sullivan, Rosenberger, Wallach and Buckley, JJ.