BOARD OF MANAGERS OF YORK RIVER HOUSE CONDOMINIUM v. KINNEY YORK AVENUE INC (2006)

Supreme Court, Appellate Division, First Department, New York.

BOARD OF MANAGERS OF the YORK RIVER HOUSE CONDOMINIUM, Plaintiff-Appellant, v. KINNEY YORK AVENUE, INC., et al., Defendants-Respondents.

Decided: December 05, 2006

MAZZARELLI, J.P., FRIEDMAN, SULLIVAN, WILLIAMS, GONZALEZ, JJ.

Marcus Rosenberg & Diamond LLP, New York (David Rosenberg of counsel), for appellant. Tannenbaum Helpern Syracuse & Hirshtritt LLP, New York (Vincent J. Syracuse of counsel), for respondents.

Order, Supreme Court, New York County (Bernard J. Fried, J.), entered January 20, 2006, which granted defendants' motion pursuant to CPLR 3211 to dismiss the complaint and denied plaintiff's cross motion for summary judgment, unanimously affirmed, with costs.

The corporate transaction did not trigger the right of first refusal set forth in Article X, Section 2 of plaintiff's bylaws; the merger and acquisition and subsequent transfer of title to the subject Garage Unit to an affiliate did not constitute a bona fide sale to a third party for consideration (see Torrey Delivery v. Chautauqua Truck Sales & Serv., 47 A.D.2d 279, 366 N.Y.S.2d 506 [1975] ).

We have considered plaintiff's remaining arguments, particularly with respect to the interpretation of contracts, and find them without merit.

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