That said, Urban's breach of contract claim is without merit. It is undisputed that Urban knew that EDC rejected the sublease in mid-July 2015 and that EDC had raised issues with the sublease the prior month in the June 12 letter. Nonetheless, Urban sought to change EDC's mind between mid-July and mid-September 2015. The parties dispute their entitlement to the security deposit when, in mid-September 2015, Urban disclaimed any further intent to try to persuade EDC to reconsider. While the parties do not dispute that section 12.1 of the sublease requires the security deposit to be{**53 Misc 3d at 459} returned to Urban if it "faithfully performs every provision of [the] Sublease," that provision is not dispositive.
This case turns on the meaning of the original section 2.3 (B) as modified by the rider. Urban relies on the following portion of the original section 2.3 (B): "If NYC Consent is not received within sixty (60) days after Royal delivers the executed Sublease to Urban, Royal has the right, in its sole discretion, to terminate this Sublease at which point the Security Deposit and the original Guaranty shall be immediately returned to [Urban]." (See Doc No. 8 at 4 [emphasis added].) Sixty days under this clause is August 11, 2015 (the sublease was delivered on June 11, 2015). At that point, Royal had the unilateral option to terminate and return the security deposit to Urban.
Royal contends that the original section 2.3 (B) does not govern nor is it dispositive. For one thing, this provision only permits Royal to terminate. Here, it was Urban that purported to terminate. Royal, moreover, maintains that the rider's amendment of section 2.3 (B), and not the original section 2.3 (B), governs the outcome here. The rider, in pertinent part, provides: