Absurdity Of Interpreting "As If Sole Owner" To Require Actual Sole Ownership

New York courts strive to interpret contracts in a manner that gives meaning to all terms and avoids rendering any provision superfluous. As stated by the Appellate Division, Second Department in Givati v Air Techniques, Inc., 104 AD3d 644 (2d Dept 2013), "…a court should not read a contract so as to render any term, phrase, or provision meaningless or superfluous." Interpreting the phrase "as if sole owner" in the Agreement to mean that the Wife only has possessory rights once she becomes the actual sole owner on the deed would create an absurd result and fail to give effect to the "as if" language.

The words "as if" indicate that the Wife should be treated as the sole owner even if she is not actually the sole owner in fact. Requiring the Husband to first transfer the deed for the Wife to be treated "as if" she is the sole owner would collapse the simile and make the "as if" language completely superfluous.

Therefore, to give proper effect to the "as if sole owner" provision and avoid rendering it meaningless, as cautioned against by the court in Givati, the Agreement must be construed to treat the Wife as having sole ownership rights, including the right to exclude the Husband from the property, immediately upon execution of the Agreement, regardless of whether she is actually the sole owner on the deed at that time.

While the Husband retains bare legal title until he executes the quitclaim deed, the "as if sole owner" language immediately vests the Wife with equitable ownership and all beneficial rights to the property. As recognized in Estate of Felix Schell, 1991 NYLJ LEXIS 7432, "A vendee in possession is a buyer of real property who has signed an executory contract and who has taken control of the property prior to the closing date. As a buyer in possession of the property he is for all practical purposes the owner of the property."

Similarly, New York courts recognize the distinction between legal and equitable title and have held that equitable owners are entitled to exclusive possession and control of a property, even if legal title has not yet been formally transferred. The Agreement's language clearly establishes the Wife as the equitable owner upon signing, granting her the same rights and control as a vendee in possession, even though the Husband still holds legal title until the quitclaim deed is executed.

The Husband represented in a binding contract that the Wife would have exclusive possession "as if sole owner" upon signing. The Wife reasonably relied on this representation when agreeing to the other terms of the Agreement, such as waiving her claims to the Husband's business. Even if he retains formal title until delivering the quitclaim deed, the Husband must be estopped from asserting any possessory rights or interfering with the Wife's exclusive possession during that period, as doing so would contradict his express "as if sole owner" representation that induced the Wife to sign the Agreement.