J.N.A. Realty Corp. (JNA) (plaintiff) leased commercial property to a restaurant for a 10-year term, with an option to renew for another 10-year term. The lease required the restaurant to inform JNA at least six months prior to the end of the lease term if it wished to exercise the option. Cross Bay Chelsea, Inc. (Chelsea) (defendant) offered to buy the lease, under the condition that the option be modified to be a 24-year term. JNA agreed to modify the option as requested. All other terms of the lease remained unchanged. Chelsea purchased the lease, as well as some fixtures and chattels then existing on the property. Chelsea began to occupy the premises and made improvements upon the property. During Chelsea’s tenancy, JNA regularly reminded Chelsea in writing of its obligations under the lease. One such letter was sent two weeks prior to the time the option was set to expire, but made no mention of the option. JNA eventually informed Chelsea shortly before the end of the lease term that the option had expired and that Chelsea would need to vacate the premises at the end of the lease term. Chelsea then provided notice of its intention to renew the lease, but JNA refused to honor the renewal notice. After the lease term expired, JNA brought a holdover action to recover the premises from Chelsea. The trial court held that Chelsea was entitled to equitable relief, and the appellate term affirmed. JNA appealed to the Appellate Division, which reversed the trial court's judgment. Chelsea appealed to the Court of Appeals of New York.