On June 28, 2022, the First Department issued a decision in Odonata Ltd. v. Baja 137 LLC, 2022 NY Slip Op. 04128, holding that a lease amendment that was negotiated but not signed was not effective, explaining:
The motion court properly dismissed the causes of action for breach of contract, specific performance, breach of the implied covenant of good faith and fair dealing, and promissory estoppel. The documentary evidence, including email correspondence, shows that there was no valid and enforceable agreement between the parties. Furthermore, there is no basis for promissory estoppel because plaintiff failed to show that it reasonably relied on a draft agreement as being a binding lease agreement between the parties, although it was the only party that signed it.
. . .
The commercial lease and the second amendment to the lease expressly provided that any changes to the agreement could only be made in writing and signed by the party against whom enforcement of any modification is sought. The purported third amended lease not only modified plaintiff’s rent obligations, defendant would have also forgiven some unpaid rent and late fees. The email exchanges unequivocally demonstrate that plaintiff was informed and was aware that the signature of all parties was required to amend the lease a third time.
Contrary to plaintiff’s contention, there was no meeting of the minds. Defendant rejected the proposed amendment and immediately sent back the check that plaintiff tendered as rent payment under the purportedly new amendment.
Although the amended lease allowed for its execution in counterparts, it did not eliminate the need for both parties’ signature on the amended lease in order for it to be a binding agreement. Furthermore, a lease is the conveyance of real property by the landlord to the tenant, and in order for it to be effective it must be in writing subscribed by the party to be charged. Because the third amendment was intended to be for a time period longer than one year, it required a signed agreement to satisfy the Statute of Frauds.
(Internal citations omitted).