rents due from the month of May 2008 through January 15, 2009, together with interest, costs
and disbursements. As to plaintiff, defendants counterclaim for breach of the Lease Agreement,
in that plaintiff remained liable to pay rent and other expenses under the Lease Agreement
through January 15, 2009, three months after plaintiff vacated the premises. Defendants contend
that plaintiff was only allowed to give its 90-day notice of its intent to terminate the lease, at the
earliest, after one year of entering the Lease Agreement, and that plaintiff's Surrender Declaration
of October 20, 2008 constituted such notice. As to counterclaim-defendant Gutterman,
defendants allege that he is personally liable for the rent obligations of plaintiff due to his
execution of a guaranty of the obligations of plaintiff as tenant pursuant to the Lease Agreement.
The parties' agreement with regard to termination of the lease is set forth in the First Rider to
the Lease Agreement, dated September 11, 2007. The relevant provision found therein states:
"Subsequent to the first consecutive twelve month anniversary of the rent, either party shall have
the right to terminate this Lease by providing at least ninety days (90) day [sic] written notice to
the other by certified mail, R.R.R. of overnight courier of its intent" (the "Termination
Provision"). Gutterman Aff, Exh G at ¶ 2.
"[W] hen parties set down their agreement in a clear, complete document, their writing
should as a rule be enforced according to its terms." Signature Realty, Inc. v Tallman, 2 NY3d 810, 811 (2004). On its
face, the Termination Provision sets out the time frame for either party to give notice of its
intention to terminate the Lease Agreement. It provides that, after one year, either party could