Manhattan Theatre Club, Inc. v. Bohemian Benevolent & Literary Ass'n of the City of New York, 479 N.E.2d 222 (NY 1985). · Go Syfert
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Manhattan Theatre Club, Inc. v. Bohemian Benevolent & Literary Ass'n of the City of New York, 479 N.E.2d 222 (NY 1985). Cases Citing This Book View Copy Cite
9 citation events (3 in the last 25 years) across 3 distinct courts.
Strongest positive: Gutowski v. Louie (nysupct, 2002-11-12)
Top citers, strongest first. 4 distinct citers. How cited ↗
discussed Cited as authority (rule) Gutowski v. Louie
N.Y. Sup. Ct. · 2002 · confidence medium
He further - asserts that his office building was closed until September 18, 2001, and “normal services were not restored until after that.” The party asserting that a contract of sale was agreed to must show an “objective manifestation of intent of the parties to enter into a contract.” (Manhattan Theatre Club v Bohemian Benevolent & Literary Assn. of City of N.Y., 64 NY2d 1069, 1070-1071 [1985] [citations omitted].) Paragraph 30 of the subject contract of sale provided that execution and delivery of the contract was required before it became effective.
discussed Cited "see, e.g." Felipe v. 2820 West 36th Street Realty Corp.
N.Y. App. Div. · 2005 · signal: see also · confidence medium
Because the delivery requirement was a condition precedent to the formation of any binding agreement, it could not be waived by the defendant (see Brois v DeLuca, 154 AD2d 417 [1989]; see also Manhattan Theatre Club v Bohemian Benevolent & Literary Assn. of City of N.Y., 64 NY2d 1069, 1070-1071 [1985]; Schwartz v Greenberg, 304 NY 250 [1952]).
cited Cited "see, e.g." Greenwood Packing Corp. v. Associated Telephone Design, Inc.
N.Y. App. Div. · 1988 · signal: see also · confidence low
Corp., 41 NY2d 397, 399-400 ; see also, Manhattan Theatre Club v Bohemian Benevolent & Literary Assn., 64 NY2d 1069 ; Arnold v Gramercy Co., 15 AD2d 762 , affd 12 NY2d 687 ).
discussed Cited "see, e.g." City of Yonkers v. Otis Elevator Co.
S.D.N.Y. · 1986 · signal: see, e.g. · confidence low
See, e.g., Manhattan Theatre Club, Inc. v. Bohemian Benevolent and Literary Ass'n., 64 N.Y.2d 1069 , 479 N.E.2d 222 , 489 N.Y.S.2d 877 (1985); Hotchkiss v. National City Bank, 200 Fed. 287, 293 (S.D.N.Y.1911), aff’d, 201 Fed. 664 (2d Cir.1912), aff'd, 231 U.S. 50 , 34 S.Ct. 20 , 58 L.Ed. 115 (1913). 22 .
Retrieving the full opinion text from the archive…
Manhattan Theatre Club, Inc., Appellant,
v.
Bohemian Benevolent and Literary Association of the City of New York, Respondent
New York Court of Appeals.
Apr 23, 1985.
479 N.E.2d 222
APPEARANCES OF COUNSEL, Kevin P. Hughes and Jeffrey S. Klein for appellant., John T. Morin and Kevin J. Farrelly for respondent.
Wachtler and Judges Jasen, Meyer, Simons, Kaye and Kane.
Cited by 26 opinions  |  Published

OPINION OF THE COURT

Memorandum.

The order of the Appellate Division should be affirmed, with costs.

Both parties are not-for-profit corporations.

In May 1979, plaintiff, a lessee of premises owned by defendant, evidenced a desire to renew its lease. Preliminary negotiations evolved into discussions for a proposed sale of the property to plaintiff, which were followed by more extensive negotiations between representatives of the respective parties and their attorneys in efforts to formulate the specific provisions for a contract of sale. Two years later, on June 13,1981, a final draft of the proposed contract of sale was handed to defendant’s president, Henry Yochman, just prior to his attendance at a special meeting of the membership where he was to preside. The contract had been signed by plaintiff’s representative the previous day in Yochman’s absence. Defendant’s attorney asked Yochman to sign on behalf of defendant prior to entering the meeting, assuring him that the contract, though signed, would not be delivered until they had reviewed it further. Yochman then signed. Plaintiff’s attorney was contemporaneously notified by his counterpart of the execution of the contract, but with the caveat that there was “trouble” with approval of the sale and “bad news” for the prospect of an ultimate consummation of the contract.

This contract was never returned to plaintiff’s attorney after the meeting of the membership where strenuous objection to the sale was voiced by a number of those present. Attempts by the parties to reconcile persisting problems were of no avail. On August 6,1981, defendant’s counsel sent a letter stating that no binding agreement had been reached and thereafter returned the deposit which had accompanied the final draft.

Dismissal of the complaint in the ensuing action for specific performance was proper since the circumstances presented here[*1071] fail to demonstrate the requisite objective manifestation of intent of the parties to enter into a contract (see, Brown Bros. Elec. Contrs. v Beam Constr. Corp., 41 NY2d 397, 399-400; Arnold v Gramercy Co., 15 AD2d 762, affd 12 NY2d 687).

Chief Judge Wachtler and Judges Jasen, Meyer, Simons, Kaye and Kane * concur; Judge Alexander taking no part.

Order affirmed, with costs, in a memorandum.

*

Designated pursuant to NY Constitution, article VI, § 2.