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INTRODUCTION
According to Judge Cardozo, "[t]he law has outgrown its primitive stage of formalism when the precise word was the sovereign talisman, and every slip was fatal."1 Thus follows a prevailing principle of contract interpretation: a court may supply a contract term where an agreement between parties fails to resolve the dispute that has arisen.2 The New York Appellate Division, First Department, in 511 West 232nd Owners Corp. v. Jennifer Realty Co.,3 drew on this rubric and made an unprecedented decision, holding that the sponsor of a cooperative conversion has a duty to market those shares which remain unsold at the time of conversion within a reasonable amount of time.4 On appeal, the New York Court of Appeals affirmed the decision of the appellate division and left it for the lower court to decide whether the sponsor's ten-year delay was reasonable.5
In 1998 the cooperative corporation of 511 West 232nd, the plaintiff in the action, became aware that Jennifer Realty, the sponsor of the co-op, had turned down a purchase offer on a vacant apartment.6 Subsequently, the plaintiff brought an action against Jennifer Realty and the members of the co-op's board of directors to compel them to sell the unsold shares they held since the July 15, 1988 closing.7 These unsold shares comprised more than sixty-two percent of the corporate stock, giving the sponsor de facto control over the cooperative corporation.8
The plaintiff alleged that the offering plan and material omissions led them to believe that Jennifer Realty would sell the shares "at the earliest opportunity, but in no event later than when each unit became vacant."9 Instead of selling, the sponsor kept all of its shares in order to rent vacant units to transient tenants at a profit greater than what it would have reaped by selling the shares.10 Plaintiff additionally alleged that by holding onto these unsold shares, the board members breached the fiduciary duties they owed to the cooperative corporation.11
The Supreme Court, Bronx County, granted the defendants' motion to dismiss the breach of contract complaint, and held that "the parties' obligations to each other were contained exclusively in the plan and subscription agreement, and that the plan did not reveal any promise by the sponsor to sell the shares within any...