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![handle is hein.nytax/nytcas0025 and id is 1 raw text is: 1994 New York Tax Cases
J-1531
3. All of the contracts discussed above contain a similar provision
identifying the other four contracts and then stating:
The parties in each of said agreements have a community of
interest with the parties in this agreement. It is a condition of
this agreement that all of the agreements are interdependent and
shall close simultaneously and that the assignment of any agreement
shall require the assignment of all agreements. A default in the
terms of any of the, ,greements shall be considered a default in all
of said agreements.
4. The contract for sale of the Narrows contains the following
provision:
In connection with the catering business being conducted by the
Seller, Seller agrees that at the time of closing it will assign
and transfer to the Buyer all such catering contracts scheduled to
be fulfilled on dates after the closing of title, together with the
sums deposited by the customers under each such catering contract.
The Buyer shall in such event assume the obligation to fulfill the
Seller's obligations under such catering contract and shall hold
Seller harmless for any failure or alleged failure in the
performance of such contracts.
5. On April 13, 1984, Pappas assigned his rights under the five
contracts to NVNG Development Corp. (NVNG). James Gherardi was the sole
shareholder of both NVNG and Seaside, and NVNG later assigned its rights to
Seaside. The agreement between Pappas and NVNG contains the following
provision:
It is the intention of the parties that all five (5)
transactions entered into this date are indivisible, mutually
dependent and it is the intention of all parties hereto that all
transactions close simultaneously. In the event of the failure of
anyone [sic] transaction, and at the option of the PURCHASER, all
other transactions shall be abrogated and all contract monies
deposited by the PURCHASER herein shall be returned to the
PURCHASER.
6. The actual closing on all of these contracts occurred on
October 31, 1984. On the closing date, Seaside and Narrows executed a bill
of sale by which Narrows conveyed to Seaside the catering and banquet
business conducted by Narrows together with furniture, fixtures, equipment,
and all logos, trademarks and designs used in connection with the business.
Among the items transferred were a couch, drapes, loveseats, mirrors, wall
sconces, chandeliers, plants, silver, pottery, glassware, ovens, sinks,
iThis provision is from the agreement for sale of the catering and
banquet business located at 10015 4th Avenue. The four other contracts
contain similar or identical language.](ViewImageLocal?handle=hein.nytax/nytcas0025&div=1&collection=&method=preview&ext=.png&size=3)