Friedman v. Sommer

63 N.Y.2d 788, 481 N.Y.S.2d 326, 471 N.E.2d 139 (1984)

 

RULE:

A contract for the sale of a cooperative apartment, in reality a sale of securities in a cooperative corporation, is governed by the Uniform Commercial Code.

FACTS:

The sponsor converted an apartment building to cooperative ownership. By the terms of an amendment, each tenant was granted the non-exclusive right to purchase his or her apartment at a reduced price for a period of 30 days. In a subsequent oral communication, the sponsor subsequently withdrew the offer, and the tenant sent the sponsor a letter to accept the offer to purchase her apartment at the reduced price. The court reversed the trial court's judgment in favor of the tenant and dismissed the tenant's complaint. The court held that the sponsor's offer was revocable and was withdrawn prior to the tenant's purported acceptance.

ISSUE:

Was the sponsor's offer of April 14 irrevocable?

ANSWER:

No.

CONCLUSION:

It is conceded that there was no consideration for the offer and that it would therefore have been revocable at the common law. 

A contract for the sale of a cooperative apartment, in reality a sale of securities in a cooperative corporation, is governed by the Uniform Commercial Code. The applicable section of the Code is 2-205 which provides in pertinent part: "An offer * * * in a signed writing which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated". The offer here gave no such assurance. Quite the contrary, it expressly provided that it was "non-exclusive". Thus, the sponsor explicitly reserved the right to sell the tenant's apartment to others at any time during the 30-day period -- precisely the opposite of an assurance that the tenant would have the right at any time during that period to purchase the apartment for herself.

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