The Symphony Space, Inc. v. Pergola Properties, Inc.

Broadwest Realty Corporation owned a set of three adjacent buildings in New York. One building included a theater space. Broadwest could not find a permanent tenant for this building, and thus operated it at a loss. In 1978, Broadwest sold the building, including the theater space, to The Symphony Space, Inc. (plaintiff) for the below-market price of $10,010. In return, Symphony Space leased the non-theater portion of the building back to Broadwest for $1 per year. In addition, Broadwest paid Symphony Space $10 for an option to repurchase the building. The repurchase option provided that Broadwest could exercise the right to repurchase as long as the closing took place in certain specific years, including 2003. Broadwest transferred its interests in the three adjacent properties, including the building housing Symphony Space’s theater space, to Pergola Properties, Inc. (defendant) and others as tenants in common. In 1987, Pergola indicated its intent to exercise the option to purchase the Symphony Space building. Symphony Space filed this lawsuit asking the court to declare the repurchase option void as against New York’s statute prohibiting remote vesting. The trial court ruled in Symphony Space’s favor. The intermediate appeals court affirmed. The intermediate court certified the question to the Court of Appeals.