New York Court of Appeals, 1986

Longley-Jones Associates, Inc. v. Ircon Realty Co.

New York Court of Appeals · Decided May 8, 1986

67 N.Y.2d 346; 493 N.E.2d 930; 502 N.Y.S.2d 706; 1986 N.Y. LEXIS 18062

Cases that cite this one

13 later published cases cite this decision.

Pagano Co. v. 48 South Franklin Turnpike, LLC (N.J. 2009)
Coliseum Park Apartments Co. v. Coliseum Tenants Corp. (District Court, S.D. New York 1990)
VRG Corp. v. GKN Realty Corp. (N.J. 1994)
Huguenot LLC v. Megalith Capital Group Fund I, L.P. (Appellate Division of the Supreme Court of New York 2024)
THE WHARTON ASSOCIATES, INC. v. CONTINENTAL INDUSTRIAL CAPITAL LLC (Appellate Division of the Supreme Court of New York 2016)
Wharton Associates, Inc. v. Continental Industrial Capital LLC (Appellate Division of the Supreme Court of New York 2016)
Wharton Associates, Inc. v. Continental Industrial Capital LLC (Appellate Division of the Supreme Court of New York 2016)
Gronich & Co., Inc. v. Longstreet Assoc. L.P. (Appellate Division of the Supreme Court of New York 2016)
Dysal, Inc. v. Hub Properties Trust (Appellate Division of the Supreme Court of New York 2012)
Perciballi Associates, LP v. Corporate National Realty, LLC (Appellate Division of the Supreme Court of New York 2010)
Breslin Realty Development Corp. v. Luk-Shop, LLC (Appellate Division of the Supreme Court of New York 2003)
Century 21 A.L.P. Realty v. South Central Plaza, Inc. (New York Supreme Court 1997)
Feinberg Bros. Agency, Inc. v. Schornstein (Appellate Division of the Supreme Court of New York 1987)

This list shows which later cases cite this one. It does not say how they treated it, and no review of that has been done. Not a substitute for Shepard’s or KeyCite — verify before relying.

Opinion of the Court

OPINION OF THE COURT

Per Curiam.

Where property is conveyed "subject to” a lease providing that the owner will pay brokerage commissions in the event the lease is extended or renewed, the purchaser of the property does not, without an affirmative assumption, undertake the contractual obligation of its predecessor in interest for the commissions.

In 1975, plaintiff successfully negotiated a lease for the then-owner of a commercial property in Salina, New York. The lease contained a clause obligating the owner to pay plaintiff a commission in the event that the lease was extended or renewed. Prior to the expiration of the original lease term, however, the property was conveyed to defendant, "subject to” the lease. The lease with the tenant was subsequently renewed by defendant without plaintiff’s assistance, and plaintiff brought this action to recover a commission. Plaintiff won a judgment after a nonjury trial, but the Appellate Division reversed and ordered a new trial on the issue whether defendant had affirmatively assumed the obligation of its predecessor in interest. Plaintiff has appealed to this court by stipulation for judgment absolute (CPLR 5601 [c]).

A grantee such as defendant is not personally liable for the performance of each and every covenant in a lease entered into by its grantor merely by taking the conveyance "subject to”, and with notice of, the terms of the lease (Hart v Socony*348Vacuum, Oil Co., 291 NY 13, 17; Gurney, Becker & Bourne v Bradley, 101 AD2d 1012, 1013). Absent an affirmative assumption, a grantee is only liable for those covenants that run with land (Bank of N. Y, Albany v Hirschfeld, 37 NY2d 501, 506; Spivak v Madison — 54th Realty Co., 60 Misc 2d 483, 487). A covenant in a lease to pay a broker’s commission upon renewal of the lease does not run with the land (see, Orange & Rockland Utils, v Philwold Estates, 52 NY2d 253, 263; Neponsit Prop. Owners’ Assn. v Emigrant Indus. Sav. Bank, 278 NY 248, 257-258, rearg denied 278 NY 704). Moreover, because the plaintiff real estate broker and the former owner of the property were not in privity of estate, the covenant could not run with the land conveyed to defendant even if the clause touched and concerned the land (see, Neponsit Prop. Owners’ Assn. v Emigrant Indus. Sav. Bank, supra, pp 260-261).

Bank of N. Y, Albany v Hirschfeld (supra) is not to the contrary. In that case, we held that the grantee had affirmatively assumed a lease covenant by taking title "subject to” the lease, and with notice of its contents, but there the lease additionally provided that it should be deemed " 'without further agreement between the parties or their successors in interest * * * that the purchaser * * * of the building has assumed * * * all covenants and obligations of the Landlord hereunder’ ” (id., p 506).

Accordingly, the order of the Appellate Division should be affirmed and, pursuant to plaintiffs stipulation, judgment absolute in favor of defendant is granted.

Chief Judge Wachtler and Judges Meyer, Simons, Kaye, Alexander and Titone concur in Per Curiam opinion; Judge Hancock, Jr., taking no part.

On review of submissions pursuant to section 500.4 of the Rules of the Court of Appeals (22 NYCRR 500.4), order affirmed, with costs, and pursuant to plaintiffs stipulation, judgment absolute granted in favor of defendant.

Case-law data current through December 31, 2025. Source: CourtListener bulk data.