Clayton v. Sindeband ( 1965 )

In an action by owners of real property against the lessees thereof (the individual defendants) and the assignee of the lease (the corporate defendant): (1) to recover the amount of certain real estate taxes paid by plaintiffs which were allegedly owed by defendants under the lease (first cause of action); (2) to recover damages for breach of the lease (second cause of action); and (3) for an adjudication that the corporate entity of the defendant corporation is to be disregarded and that the individual defendants, as its stockholders and officers, are personally liable for the amount of any judgment entered herein against the corporate defendant, in which the individual defendants interposed as a defense that, by virtue of the assignment of the lease to the corporate defendant and pursuant to the terms of the lease, the individual defendants were released from liability under the lease, all the defendants appeal from an order of the Supreme Court, Suffolk County, entered August 19, 1964, which granted plaintiffs’ motion for summary judgment on the first and second causes of action against all defendants and directed an inquest thereon with respect to damages. Order modified so as to provide: (1) that plaintiffs’ motion for summary judgment is granted only as against the corporate defendant, Rosemain Realty Corp., and denied as against the individual defendants; and (2) that summary judgment is directed in favor of the individual defendants and against the plaintiffs on the first and second causes of action. As so modified, order affirmed, without costs. In our opinion, the lease is clear and unambiguous that upon compliance with certain conditions therein contained, the individual defendants “shall have the right to assign and transfer this lease and be relieved from liability ” thereunder. Concededly, there was compliance with the requisite conditions and the individual defendants were justified in executing an assignment of the lease to the corporate defendant. By reason of the assignment of said lease, the individual defendants were relieved from liability thereunder. Accordingly, they are entitled to summary judgment dismissing the first and second causes of action. The issues presented respecting the damages recoverable by plaintiffs from the corporate defendant may be resolved at the inquest (CPLR 3212, subd. [c]). Beldock, P. J., Ughetta, Christ, Brennan and Hopkins, JJ., concur.