Whitney Lane Holdings, LLC v Don Realty, LLC, 2018 NY Slip Op 01519 [1st Dept. 2018]
We further reject defendants' contention that the survival provision in paragraph 1.3 of the addendum limited the time to commence a breach of contract action to one year. Parties to a contract may agree in writing to shorten the period of time in which to commence an action provided the intent to do so is expressed in clear terms and the time period is reasonable (see CPLR 201; John J. Kassner & Co. v City of New York, 46 NY2d 544, 550-551 [1979]). Notwithstanding plaintiff's own apparent confusion at points during the history of this litigation, we read paragraph 1.3 as avoiding a merger of the contract representations into the deed (see Arnold v Wilkins, 61 AD3d 1236, 1236-1237 [2009]), not as a shortening of the six-year statute of limitations that governs a contract claim (see CPLR 201, 213 [2]). There is simply no express language in paragraph 1.3 limiting plaintiff's time to commence an action. Defendants' further contention that plaintiff's claim is barred under the doctrine of caveat emptor is unavailing, for the duty to disclose arises out of the contract, not the underlying transaction.
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