On December 15, 2022, the First Department issued a decision in 122 E. 42nd St., LLC v. Scharf, 2022 NY Slip Op. 07141, holding that a whereas clause did not create new contractual rights, explaining:
Contrary to defendants’ contention, the motion court properly determined that reading the “whereas” clause in the guaranty to incorporate the terms of the lease did not create an additional right but merely reflected the fact that the guaranty and the lease contained interrelated obligations.
(Internal citations omitted).