Royal is a producer, importer, and distributor of alcoholic beverages. In July 1999, Royal leased a warehouse in Brooklyn (the premises) for a 10-year term from the City of New York (the City or NYC). (See Doc No. 10 [the lease].) The lease requires the City's consent to any sublease. In late 2014, Royal vacated the premises and moved its operations to New Jersey. On June 1, 2015, Royal entered into a sublease (the sublease) with Urban, the plaintiff in this action. (See Doc No. 8 at 2.)[FN3] The sublease is governed by New York law, contains a merger clause, and prohibits oral modifications. (See id. at 27, 29-30.) It states that it was the product of arm's length negotiations and that the parties were represented by independent counsel. (See id. at 29.)[FN4]
Urban, a New York based subsidiary of a French company, sought to construct and operate an indoor soccer facility on the premises. Section 2.3 (B) of the sublease provides:
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"This Sublease is subject to NYC Consent. Promptly after this Sublease is executed by Royal, Urban shall make written application to NYC to obtain NYC's Consent and submit all documents requested by NYC to obtain NYC Consent. Royal agrees to cooperate and submit such documents as may be requested by NYC. If NYC Consent is not received within sixty (60) days after Royal delivers the executed Sublease to Urban, Royal has the right, in {**53 Misc 3d at 450} its sole discretion, to terminate this Sublease at which point the Security Deposit and the original Guaranty shall be immediately returned to Pierre Abitbol, Esq. [Urban's attorney] and the parties shall not have any rights as against the other." (See Doc No. 8 at 4 [emphasis added].)