Justice Eileen Bransten
Maestro West sought a preliminary, mandatory and permanent injunction, while Pradera Realty moved for dismissal of the complaint. Maestro owns certain property in Manhattan it planned to develop into a mixed-use residential and retail complex. Pradera owns real estate adjacent to Maestro’s property and has unused air rights for its property. Maestro contracted to buy Pradera’s air rights, but Pradera was to use its “best efforts” obtain a waiver and subordination from JP Morgan Chase, the holder of its mortgage, within 30 days of execution of the contract. Chase rejected Pradera’s proposal for the waiver, and Maestro claimed Pradera also interfered with its ability to exercise its right to obtain the waiver itself. Pradera argued the contract’s best efforts clause was invalid as it contained no objective criteria against which its efforts could be measured. The court stated the law did not require that best efforts criteria be defined by the contract if external standards imparted a reasonable degree of certainty to the meaning of the phrase, thus the clause was enforceable.
