IN RE: Ranjan MAZUMDAR et al. (2023)

Judgment, Supreme Court, New York County (Lynn R. Kotler, J), entered on or about August 19, 2022, denying the petition brought pursuant to CPLR article 78 seeking, among other things, to vacate respondents board of managers and Rodney Pope as president of the board of managers' (collectively the board) determination to include the sponsor's votes in the November 18, 2021 election of the board, and granting the board and respondent condominium's motions to dismiss the proceeding, unanimously affirmed, without costs.

The basic principles of contract interpretation apply to bylaws and offering plans (see Kralik v. 239 E. 79th St. Owners Corp., 5 N.Y.3d 54, 59, 799 N.Y.S.2d 433, 832 N.E.2d 707 [2005];  Rotblut v. 150 E. 77th St. Corp., 79 A.D.3d 532, 532, 914 N.Y.S.2d 22 [1st Dept. 2010];  Sassi–Lehner v. Charlton Tenants Corp., 55 A.D.3d 74, 78–79, 863 N.Y.S.2d 20 [1st Dept. 2008]).  Moreover, the relevant provisions of related documents must be read together (Fe Bland v. Two Trees Mgt. Co., 66 N.Y.2d 556, 563, 498 N.Y.S.2d 336, 489 N.E.2d 223 [1985];  Sassi–Lehner, 55 A.D.3d at 78, 863 N.Y.S.2d 20), and where contract language is unambiguous, it will be upheld and enforced according to the plain meaning of its terms (Goldenberg v. 425 Park–S. Tower Corp., 151 A.D.3d 522, 522, 55 N.Y.S.3d 44 [1st Dept. 2017]).

Here, the governing documents were clear and unambiguous.  Pursuant those documents, the sponsor cannot be the majority deciding vote for the at-large members of the board in the event its common interest attributable to its units is 50% or more, which is not the case here.  As the court determined, “[t]he [s]ponsor has the right [to] designate/elect one [s]ponsor-affiliated member of the seven-member [b]oard and to vote for independent candidates running for the remaining six at-large seats” since his common interest attributable to his units was only 27.164%.

We have considered the parties' remaining arguments and find them unavailing.