206 ROUTE 59 HOLDINGS LLC v. BOYIATZIS HOLDINGS CO LLC (2026)

DECISION & ORDER

In an action, inter alia, to recover damages for breach of contract, the defendants appeal from (1) a decision of the Supreme Court, Rockland County (Rolf M. Thorsen, J.), dated June 11, 2024, (2) a judgment of the same court dated June 24, 2024, (3) an order of the same court dated January 3, 2025, and (4) an amended judgment of the same court dated February 13, 2025.  The decision, insofar as appealed from, after a nonjury trial on the issue of damages, found that the plaintiffs were entitled to an award of prejudgment interest in the amount of $533,401.28.  The order, insofar as appealed from, granted that branch of the defendants' motion which was to reduce the award of prejudgment interest by $191,325.77.  The amended judgment, upon an order of the same court dated April 8, 2021, inter alia, granting the plaintiffs' motion for summary judgment on the cause of action to recover damages for breach of contract, upon the decision, and upon the order dated January 3, 2025, is in favor of the plaintiffs and against the defendants in the principal amount of $986,888, plus prejudgment interest in the amount of $342,075.51.

ORDERED that the appeals from the decision and the order dated January 3, 2025, are dismissed;  and it is further,

ORDERED that the appeal from the judgment is dismissed, as the judgment was superseded by the amended judgment;  and it is further,

ORDERED that the amended judgment is reversed, on the law, the plaintiffs' motion for summary judgment on the cause of action to recover damages for breach of contract is denied, and the order dated April 8, 2021, is modified accordingly;  and it is further,

ORDERED that one bill of costs is awarded to the defendants.

The appeal from the decision is dismissed on the ground that no appeal lies from a decision (see Schicchi v. J.A. Green Constr. Corp., 100 A.D.2d 509, 472 N.Y.S.2d 718).

The appeal from the order dated January 3, 2025, must be dismissed because the right of direct appeal therefrom terminated with the entry of the amended judgment (see Matter of Aho, 39 N.Y.2d 241, 248, 383 N.Y.S.2d 285, 347 N.E.2d 647).  The issues raised on the appeal from the order are brought up for review and have been considered on the appeal from the amended judgment (see CPLR 5501[a][1];  Matter of Aho, 39 N.Y.2d at 248, 383 N.Y.S.2d 285, 347 N.E.2d 647).

In August 2018, the plaintiffs commenced this action against the defendants, Boyiatzis Holdings Co., LLC, and its principal, Caliopi Stratigakis, inter alia, to recover damages for breach of contract.  The plaintiffs alleged, among other things, that the defendants breached a contract they had with the plaintiffs for the sale of certain real property owned by the defendants (hereinafter the property).  According to the plaintiffs, the defendants sold the property to the tenant of the property even though the tenant's right of first refusal to purchase the property—which was contained in a lease agreement between the defendants and the tenant—had expired.  The plaintiffs contended, inter alia, that, pursuant to the contract between the plaintiffs and the defendants, since that provision in the lease agreement had expired, the defendants were obligated to sell the property to the plaintiffs.

In October 2020, the plaintiffs moved for summary judgment on the cause of action to recover damages for breach of contract.  The defendants opposed.  In an order dated April 8, 2021, the Supreme Court granted the plaintiffs' motion.  Thereafter, after a nonjury trial on the issue of damages, the court, inter alia, found that the plaintiffs were entitled to damages for lost rent in the amount of $986,888, plus prejudgment interest.  Thereafter, the defendants moved to reduce the prejudgment interest amount awarded to the plaintiffs, and, in an order dated January 3, 2025, the court reduced the amount of prejudgment interest by $191,325.77.  An amended judgment was entered in favor of the plaintiffs and against the defendants in the principal amount of $986,888, plus a reduced prejudgment interest amount.  The defendants appeal.

“ ‘The proponent of a summary judgment motion bears the burden of making a prima facie showing of entitlement to judgment as a matter of law by tendering sufficient evidence to demonstrate the absence of material issues of fact.  Only after this showing has been made does the burden shift to the party opposing the motion to produce evidentiary proof in admissible form sufficient to establish the existence of material triable issues of fact’ ” (Shulamith Sch. for Girls, Inc. v. Shulamith Sch. for Girls of Brooklyn, 230 A.D.3d 822, 823, 218 N.Y.S.3d 397, quoting Moscatiello v. Wyde True Value Lbr. & Supply Corp., 168 A.D.3d 833, 834, 92 N.Y.S.3d 88).  “ ‘[T]o recover damages for breach of contract, a plaintiff must demonstrate the existence of a contract, the plaintiff's performance pursuant to the contract, the defendant's breach of its contractual obligations, and damages resulting from the breach’ ” (id. at 823–824, 218 N.Y.S.3d 397, quoting Ben Ciccone, Inc. v. Naber Elec. Corp., 214 A.D.3d 936, 937–938, 186 N.Y.S.3d 301).  “[A] contract is to be construed in accordance with the parties' intent, which is generally discerned from the four corners of the document itself.  Consequently, ‘a written agreement that is complete, clear and unambiguous on its face must be enforced according to the plain meaning of its terms' ” (MHR Capital Partners LP v. Presstek, Inc., 12 N.Y.3d 640, 645, 884 N.Y.S.2d 211, 912 N.E.2d 43, quoting Greenfield v. Philles Records, 98 N.Y.2d 562, 569, 750 N.Y.S.2d 565, 780 N.E.2d 166).  “[C]ontract language is ambiguous when it is reasonably susceptible of more than one interpretation, and extrinsic or parol evidence may be then permitted to determine the parties' intent as to the meaning of that language” (RE/MAX of N.Y., Inc. v. Energized Realty Group, LLC, 135 A.D.3d 924, 925, 24 N.Y.S.3d 176 [internal quotation marks omitted] ).

Here, the plaintiffs failed to establish their prima facie entitlement to judgment as a matter of law on the cause of action to recover damages for breach of contract as they failed to eliminate all triable issues of fact as to whether the contract they had with the defendants was breached.  Specifically, the plaintiffs failed to establish, prima facie, that the tenant's exercise of its right of first refusal was untimely and that the defendants failed to timely keep the plaintiffs apprised of information about the tenant's exercise of that provision (see Yudell Trust I v. API Westchester Assoc., 227 A.D.2d 471, 643 N.Y.S.2d 161;  see also Isa v. Gas Elezaj Corp., 303 A.D.2d 636, 760 N.Y.S.2d 178).

Accordingly, the Supreme Court should have denied the plaintiffs' motion for summary judgment on the cause of action to recover damages for breach of contract.

In light of this determination, we reverse the amended judgment, deny the plaintiffs' motion for summary judgment on the cause of action to recover damages for breach of contract, and modify the order dated April 8, 2021, accordingly.

The defendants' remaining contentions either are without merit or need not be reached in light of this determination.

DUFFY, J.P., WOOTEN, LOVE and HOM, JJ., concur.