Plaintiff seeks to hold defendant liable for allegedly fraudulently inducing it to purchase real property. At the closing, defendant executed a certification concerning six apartments in the property, swearing that "no rent has ever been paid by the occupants" of the apartments, and alleging that the occupants of the apartments "are not tenants." However, schedule 8.1(k) in the closing binder set forth the "actual rents billed by [defendant] to the tenants of the premises."
The complaint is dismissed, pursuant to CPLR 3211[a][1], as the documentary evidence conclusively refutes the cause of action. The parties' purchase and sale agreement contained a merger clause, which incorporated the terms of schedule 8.1(k) into the agreement. Further, plaintiff agreed to purchase the property "as is" and "where is." These terms in the parties' agreement bar plaintiff's claim arising out of reliance on the purported misrepresentations.
ABJ 105, LLC v. Martinez, NY Slip Op 02327 (1st Dep't April 16, 2026)
