MCMILLAN ELECTRIC VS. GROSVENOR GIBRALTAR ASSOCIATES

Real Property/Housing Court Law and Motion Calendar for June 11, 2025. Line 5. PLAINTIFF MCMILLAN ELECTRIC Notice Of Motion And Motion For Judgment On The Pleadings is GRANTED, in part, with leave to amend for the parties to amend their pleadings to adduce facts regarding the details of the prior negotiations between the parties.

The information requested in Mr. Blum's engagement letter may be disclosed because the information does not constitute one of the parties' "'best and final' offers" or a "detail of any prior negotiations between the parties."

First, begin with the phrase "'best and final' offers." The leases use the words "offer," "opinion," and "figure" interchangeably. Additionally, Paragraph 9 of the Complaint and Paragraph 12 of the Answer agree that the parties cannot disclose the "'best and final' numbers." All of this suggests that the leases merely prohibit disclosing the consultants' number estimates, not the information underlying those estimates. This interpretation is also consistent with the leases' definition of a Fair Market Rent: "the rate being charged to similarly situated Tenants for comparable space in similar buildings in the appropriate vicinity of the Property as determined by ... the Neutral ... with similar amenities, and ... taking into account the value of all the improvements made pursuant to Section 1.5 and Exhibit B."

Second, Defendant/Cross-Complainant has not shown that the information requested by Mr. Blum are "details of any prior negotiations between the parties." The plain meaning of the phrase "details of any prior negotiations" does not necessarily include information about the property. Additionally, the lease contemplates a 15-day 'Negotiation Period' that necessarily takes place before each party seeks external opinions because the consultants must submit their opinion "[w]ithin ten (10) days after the expiration of the Negotiation Period." The lease provision regarding unpermitted disclosures is a limiting provision, and Defendant/Cross-Complainants pleadings do not adduce facts that the information requested is a "detail" of what occurred during the 15-day 'Negotiation Period.' As such, the parties may amend their pleadings to adduce such facts.

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