Opinion
Index No. 301410/2022
12-11-2023
WV Preservation Partners LLC, Petitioner, v. Julia Chang a/k/a JULIA CHANG STANTON, et al., Respondents.
For Petitioner: Osman Dennis For Respondent: Jonathan Cohen
For Petitioner: Osman Dennis
For Respondent: Jonathan Cohen
Jack Stoller, J.
WV Preservation Partners LLC, the petitioner in this proceeding ("Petitioner"), commenced this summary proceeding against Julia Chang, a/k/a Julia Chang Stanton, the respondent in this proceeding ("Respondent"), seeking possession of 595 Main Street, Apt. 1303, New York, New York ("the subject premises") on the allegation that Respondent is a licensee whose license Petitioner terminated following the passing of Ivens Stanton, the prior tenant of the subject premises ("the Prior Tenant"). Respondent interposed an answer with a defense that she is entitled to succeed to the Prior Tenant's tenancy and has applied to the Division of Housing and Community Renewal ("DHCR") for a determination of her succession claim. The parties stipulated to the facts of this proceeding and marked the matter submitted on November 20, 2023
The parties' stipulation to facts
The parties stipulated, inter alia, that Petitioner is a proper party to commence this proceeding; that Respondent was the Prior Tenant's wife; that Respondent moved into the subject premises in 2015 and continued to live there through the present day; that the Prior Tenant's last lease for the subject premises expired on November 30, 2016; that the Prior Tenant died on April 22, 2020; and that Petitioner properly served Respondent with a predicate notice prior to commencement of this proceeding.
The parties stipulated that that the subject premises had one point been subject to Mitchell-Lama law, although it no longer remains so. The parties stipulated that Petitioner agreed, in connection with its withdrawal from the Mitchell-Lama program, to subject itself to a regulatory agreement called "the Affordability Plan" and that the Affordability Plan was effective on July 31, 2018.
"Mitchell-Lama" housing refers to subsidized housing established pursuant to Private Housing Finance Law Article II.
The parties stipulated that ¶5(iii) of the Affordability Plan ("the Tenancy Provision") provided as follows:
A "Bona Fide Mitchell Lama Tenant" shall mean, as of [July 31, 2018] (i) the tenant named in the existing Mitchell Lama lease provided that the person has been in actual physical possession and occupancy of the apartment as [their] primary residence and has so occupied the apartment continuously for the preceding 12 months... or (ii) if the Mitchell Lama tenant shall no longer be in occupancy of the apartment, members of the named tenant's immediate family who resided in the apartment with the named tenant as their primary residence and thereafter continuously and without interruption continued to occupy the apartment as their primary residence and who would qualify for succession as of [July 31, 2018] under the Division's regulations (NYCRR 1727-8)....
The parties stipulated that the Affordability Plan at ¶5(i) required Petitioner to provide each Bona Fide Mitchell Lama Tenant with a new lease on or after July 31, 2018; that Petitioner offered the Prior Tenant such a lease on September 30, 2019; and that the Prior Tenant did not countersign the lease.
The parties stipulated that ¶5(viii) of the Affordability Plan ("the Succession Provision") provided as follows:
Lease succession will not be permitted. Once the original named... tenant(s) no longer occupies their apartment as their primary residence, then upon the expiration of the lease term then in effect, the tenant will no longer be entitled to the benefits of the Affordable Rental Restrictions. Notwithstanding the foregoing, immediate family members of the original named tenant who resided in their Unit as their primary residence and continuously and without interruption continued to occupy the apartment as their primary residence and who would qualify for succession as of [July 31, 2018] under the Division's regulations (NYCRR 1727-8) if the property had not been withdrawn from the Mitchell Lama Program will continue to be subject to and benefit from the Affordable Rental Restrictions as would the original named non-purchasing tenant.
The parties stipulated that Respondent had applied to DHCR to succeed to the tenancy of the Prior Tenant; that DHCR has not responded to Respondent's application; and that Respondent accepted the jurisdiction of Housing Court to determine her succession cause of action.
Paragraph 5(iii) of the Affordability Plan provides that Housing Court may determine the rights of an occupant to continued occupancy.
Discussion
An occupant of DHCR-regulated Mitchell-Lama housing who remains in possession after the permanent vacatur of the tenant of record can succeed to the tenancy if the occupant is a family member of the tenant who co-resided with the tenant for at least two years before the tenant's permanent vacatur. 9 N.Y.C.R.R. §1727-8.2(a). Respondent was a family member of the Prior Tenant, as she was his spouse, 9 N.Y.C.R.R. §1700.2(a)(7), and the stipulated facts provide that Respondent resided with the Prior Tenant for two years before his passing. According to this regulation, then, Respondent would be entitled to succeed to the Prior Tenant's tenancy.
Petitioner argues the Succession Provision does not apply based upon an interpretation of the language of the Affordability Plan. Canons of contractual construction assist in an interpretation of the Affordability Plan, as the Affordability Plan states that it contemplates the modification of a ground lease applicable to the subject premises and that DHCR shall issue written authorization for Petitioner's withdrawal from Mitchell-Lama in connection therewith. See WHGA Mannie L. Wilson Towers L.P. v. Singletary, 78 Misc.3d 1233 (Civ. Ct. NY Co. 2023).
Petitioner posits that Respondent cannot benefit from the Succession Provision because the Succession Provision only applies to immediate family members of the original named tenant who "who would qualify for succession" as of July 31, 2018. As a family member's succession ripens upon a former tenant's permanent vacatur, 9 N.Y.C.R.R. §1727-8.2(a), and as the Prior Tenant was still in occupancy on July 31, 2018, Respondent would not "qualify for succession" as of July 31, 2018 on this interpretation.
If the Succession Provision merely stated, "family members... who would qualify for succession as of [July 31, 2018]... will continue to be subject to and benefit from the Affordable Rental Restrictions" and then stopped there, Petitioner's argument would be strong. Such a sentence could convey that a family member's "qualification" for succession under the prior rules as of July 31, 2018 excludes a family member with an inchoate succession claim. However, that sentence of the Succession Provision did not stop there. Instead, the sentence reads, "family members... who would qualify for succession as of [July 31, 2018]... will continue to be subject to and benefit from the Affordable Rental Restrictions as would the original named non-purchasing tenant" (emphasis added). The Court must give effect to every word contained in a contract. See Spaulding v. Benenati, 57 N.Y.2d 418, 425 (1982), Gessin Elec. Contrs., Inc. v. 95 Wall Assoc., LLC, 74 A.D.3d 516, 519 (1st Dept. 2010). There would be no need to add "as would the original... tenant" to the end of the sentence unless the drafters of the Affordability Plan envisioned that a potential successor and a tenant both lived in the apartment on July 31, 2018. This interpretation is consistent with the use of the word "would" in that sentence of the Succession Provision that confers rights on family members "who would qualify" for succession. "Would" indicates the consequence of an imagined or theoretical event or situation. Non-instruction Adm'rs & Supervisors Retirees Assn. v. School Dist. of City of Niagara Falls, 118 A.D.3d 1280, 1282 (4th Dept. 2014). The theoretical situation the Succession Provision imagines is if the subject premises remained subject to the Mitchell-Lama law and if the original named tenant also remained in occupancy.
Notably, the Tenancy Provision already defines tenants as occupants in possession on July 31, 2018 without the former tenant in possession, so long as the occupants had a meritorious succession claim. Petitioner's interpretation of the Succession Provision would have the identical effect. Petitioner's interpretation of the Affordability Plan would therefore render the Succession Provision duplicative of the Tenancy Provision and superfluous, in violation of standard principles of contract interpretation. Lawyers' Fund for Client Protection v. Bank Leumi Trust Co., 94 N.Y.3d 398, 404 (2000), Matter of Edelen, 219 A.D.3d 931, 933 (2nd Dept. 2023), By Design LLC v. Samsung Fire & Mar. Ins. Co. Ltd. (U.S. Branch), 173 A.D.3d 590, 591-92 (1st Dept. 2019).
Lastly, when the Appellate Division interpreted the same Affordability Plan, it found that a movant for injunctive relief showed a likelihood of success on the merits to her succession claim even though the movant's late mother had not vacated her apartment as of July 31, 2018. Bass v. WV Preserv. Partners, LLC, 209 A.D.3d 480, 481-482 (1st Dept. 2022).
Accordingly, it is ordered that the Court dismisses the petition on the ground that the record demonstrates that Respondent is not a licensee, but rather is entitled to succeed to the Prior Tenant's tenancy of the subject premises.
This constitutes the decision and order of the Court.