Commercial Landlord-Tenant—Reformation—Mutual Mistake—Stay of Arbitration—Waiver—Laches—Equitable Estoppel—Annual Rent Increased From $18,758 to $1,100,000—Unconscionability Under RPL §235-c—Court Granted City's Motion To Dismiss Tenant's Claim for Reformation—City Not Barred From Arbitrating Fair Market Value of Land or Amount of Rent Increase Based on Delay in Seeking Arbitration—City Did Not Knowingly and Intentionally Abandon or Waive Right To Arbitrate by Accepting Payments—Laches and Equitable Estoppel Claims Rejected—Rent Re-Set Provision Was Not Unconscionable Under RPL §235-c—City Allegedly Renegotiated Other leases In the Same Industrial Park

A commercial tenant commenced an action to "reform the rent provision of a 1984 ground lease" with the city of New York (City). The city moved to dismiss the complaint pursuant to CPLR 3211(a)(7) and 3211(a)(1) and to dismiss a reformation claim based on mutual mistake and a claim for a declaratory judgment that the subject rent provision is "unconscionable and unenforceable," based on inter alia, the applicable Statute of Limitations (SOL). The tenant cross-moved for leave to amend its complaint.

The complaint sought reformation of the lease and/or a declaration that it was unenforceable because it contained a "manifestly unconscionable rent increase provision." The lease provided that the annual basic rent for renewal terms should be determined by a formula which used fair market value of the land (FMV) and the average Treasury bond rate.