Signature Realty, Inc. v. Tallman

Gorski and Lawton, JJ.

(dissenting in part). We respectfully dissent in part. We concur with the majority that Supreme Court properly granted that part of defendant’s motion seeking dismissal of the second and third causes of action. Unlike the majority, however, we do not believe that the court properly limited plaintiff’s brokerage commissions earned to the initial term of the lease.

On October 18, 1991, plaintiff and defendant entered into a Brokerage Services and Commission Agreement (brokerage agreement). That brokerage agreement provides in applicable part:

“I [defendant] have requested [that plaintiff] provide me with information regarding certain real property and available business opportunities. I have been informed that the following parcels of real propery [sic] and/or businesses available or may be available for purchase or lease:

“5176 Commercial Drive, Yorkville New York * * *

“If I enter into any purchase, lease, exchange, rental ar*927rangement or other occupancy with respect to any of the above listed properties or businesses, within 12 months from the date of this agreement or at any time during or following the term of a lease or other rental arrangement, I agree to pay to [plaintiff] at the closing and transfer of title or other ownership, a commission of 10% of the purchase price. In the event of a lease, rental arrangement or other occupancy, the commission payable to [plaintiff] by the undersigned shall be 10% of the rental which the undersigned is obligated to pay under said lease or rental arrangement, payable at the same time rent is payable.”

On October 29, 1991, defendant entered into a lease for the above property. The lease was for a five-year term, and defendant had the option to renew for three additional terms of five years each, at gradually increasing annual rentals.

The issue whether plaintiff is entitled to recover in this action must be determined by the terms of the brokerage agreement, not by the terms of the lease. The brokerage agreement is silent with respect to the amount of rent to be paid by defendant or the duration of any lease entered into by defendant. Rather, the brokerage agreement specifies only the point in time when a commission is earned and the time when it is payable. Pursuant to the brokerage agreement, defendant was obligated to pay a commission if it paid rent under any lease that was entered into for the property at issue within 12 months from the date of such brokerage agreement. If at any time defendant was not obligated to pay rent, no commission was earned. In short, plaintiff’s right to a commission was solely under defendant’s control. If defendant negotiated out of the lease at any time, plaintiff was not entitled to any commission. However, as long as defendant was a tenant and paid rent under the lease at issue, it was obligated to pay a commission to plaintiff at the time the rental payment was due and owing to the lessor.

We believe that the majority is in error in concluding that the brokerage agreement is ambiguous because it does not expressly provide that plaintiff is entitled to a commission on rentals beyond the initial term of the lease. The duration of the lease has no bearing on plaintiff’s right to commissions. Here, the brokerage agreement is clear with respect to when a commission is earned and payable, and courts must adjudicate the rights of parties in accordance with the terms of their agreements (see Laba v Carey, 29 NY2d 302, 308 [1971], rearg denied 30 NY2d 694 [1972]; Sarris v Kuhn, 111 AD2d 585 [1985], appeal dismissed 66 NY2d 760 [1985]). We therefore would modify *928the order by granting plaintiffs motion for summary judgment on the first cause of action in its entirety. Present — Pigott, Jr., P.J., Pine, Hurlbutt, Gorski and Lawton, JJ.