On December 8, 2022, Justice Boddie of the Kings County Commercial Division issued a decision in 17 Lexington Ave. LLC v. Alison Six Star LLC, 2022 NY Slip Op. 51194(U), holding that the absence of a commencement date did not make a lease an unenforceable agreement to agree, explaining:
Where the parties have completed their negotiations of what they regard as essential elements, and performance has begun on the good faith understanding that agreement on the unsettled matters will follow, the court will find and enforce a contract even though the parties have expressly left these other elements for future negotiation and agreement, if some objective method of determination is available, independent of either party’s mere wish or desire. Such objective criteria may be found in the agreement itself, commercial practice or other usage and custom. If the contract can be rendered certain and complete, by reference to something certain, the court will fill in the gaps.
The fact that the parties left the Commencement Date blank is insufficient to deem the subject 60-page Lease Agreement unenforceable. This is especially so without the benefit of any discovery regarding the parties’ intent as to the Commencement Date at the time of the agreement. Thus, defendants are not entitled to dismissal of the complaint on this basis.
(Internal quotations and citations omitted).