Commercial Landlords May Use Peaceable Lockout Re-Entry for Rent Default (and Plaintiffs Must Identify a Specific Contract and “Wrongful Means” to Prove Interference)

1. Introduction

Nolan v. Edison Property Investing, LLC, 2026 NY Slip Op 03175 (2d Dep’t May 20, 2026), arose from a dispute over a commercial restaurant lease and a failed contemplated sale of the restaurant business. The plaintiffs (including Damien Nolan and DN & MP, LLC) operated a restaurant in premises leased from Edison Property Investing, LLC and Pina Property Investing, LLC (the “landlords”). During the lease term, plaintiffs negotiated with Petrick LLC, Patrick McCarney, Karen McCarney, and Peter Cuomo (the “prospective purchasers”) to sell the restaurant.

In February 2017, the landlords changed the locks and retook possession under a lease clause permitting re-entry upon rent default. The landlords later leased the premises to the prospective purchasers. Plaintiffs sued for, among other things, breach of contract, wrongful eviction, tortious interference with contract, and tortious interference with prospective business relations, alleging impermissible “self-help.”

The Supreme Court granted summary judgment to the landlords and prospective purchasers dismissing the complaint as to them, and upon reargument adhered to that result. The Second Department dismissed the appeal from the superseded first order and affirmed the reargument order.

2. Summary of the Opinion

  • Self-help re-entry (commercial only): The court held the landlords established entitlement to summary judgment because the lease reserved a right of re-entry upon rent default, plaintiffs were in arrears, a rent demand was made and unsatisfied, and the repossession was “peaceful.”
  • Tortious interference with contract: Summary judgment was proper because plaintiffs failed to show defendants intentionally procured a breach of a specifically identified valid contract.
  • Tortious interference with prospective business relations: Summary judgment was proper because plaintiffs did not raise a triable issue that defendants used “wrongful means” or acted solely to harm plaintiffs; economically self-interested conduct is not “solely malicious.”

3. Analysis

A. Precedents Cited (and How They Drove the Result)

1) Peaceable re-entry into commercial premises upon rent default

The opinion’s landlord-tenant holding is rooted in a line of Second Department authority recognizing that, in the commercial context, a landlord may repossess via self-help where (i) the lease reserves the right, and (ii) the re-entry is peaceable.

  • Bozewicz v Nash Metalware Co., 284 AD2d 288 (2001): Quoted for the rule that a landlord “may peaceably re-enter commercial premises” pursuant to a lease-reserved right upon rent default. In Nolan, this is the controlling principle validating self-help when the repossession is nonviolent and authorized by contract.
  • Drapaniotis v 36-08 33rd St. Corp., 48 AD3d 736 (2008), and North Main St. Bagel Corp. v Duncan, 6 AD3d 590 (2004): Cited as corroborating authority that the Second Department consistently enforces peaceable commercial re-entry clauses, framing the issue less as “self-help is disfavored” and more as “self-help is permitted if contractually reserved and peaceable.”
  • Riesenburger Props., LLLP v Pi Assoc., LLC, 192 AD3d 835 (2021): Used to show what evidence suffices at summary judgment to establish permissible re-entry—e.g., proof of arrears, a demand, and peaceful repossession, tied to the lease clause.
  • Matter of 110-45 Queens Blvd. Garage v Park Briar Owners, 265 AD2d 415 (1999) (cited “cf.”): Invoked by contrast, signaling that not every lockout/re-entry scenario is automatically lawful; the “peaceable” and lease-authorized character of the re-entry, plus predicate facts (default/demand), remain decisive.

2) Tortious interference with contract: requiring a specifically identified contract and intentional procurement of breach

  • Ferdinand v Siegel, 236 AD3d 861 (2025): Quoted for the modern articulation of the elements and cited for the proposition that summary judgment is appropriate where a plaintiff cannot show intentional procurement of breach of a specifically identified valid contract.
  • Lama Holding Co. v Smith Barney, 88 NY2d 413 (1996): The Court of Appeals source for the canonical five-element test. By anchoring to Lama Holding, the opinion underscores that interference claims are tightly element-bound and not a catch-all for disappointed commercial expectations.
  • Kugel v Reynolds, 228 AD3d 743 (2024): Reinforces the same elements, supporting a strict, orthodox application rather than an expansive approach.
  • Astro Kings, LLC v Scannapieco, 185 AD3d 537 (2020): Cited for the point that the absence of intentional procurement of breach of a specifically identified contract is fatal; it also later informs the “wrongful means” discussion under prospective relations.

3) Tortious interference with prospective business relations: the “more culpable conduct” / “wrongful means” requirement

  • Law Offs. of Ira H. Leibowitz v Landmark Ventures, Inc., 131 AD3d 583 (2015), quoting NBT Bancorp v Fleet/Norstar Fin. Group, 87 NY2d 614 (1996): Supplies the “more culpable conduct” standard—no need to prove breach of contract, but the plaintiff must prove a heightened level of culpability.
  • Carvel Corp. v Noonan, 3 NY3d 182 (2004): Cited both for the “wrongful means or sole purpose of harming” framework and for the important limitation that competitive/economically motivated conduct is typically not actionable absent independently wrongful acts.
  • Guard-Life Corp. v Parker Hardware Mfg. Corp., 50 NY2d 183 (1980): Quoted (via Astro Kings) to define “wrongful means” (violence, fraud, misrepresentation, certain legal process abuses, and some degrees of economic pressure), giving the doctrine concrete boundaries.
  • Stuart's, LLC v Edelman, 196 AD3d 711 (2021): Cited for the principle that conduct “motivated by economic self-interest cannot be characterized as solely malicious,” undercutting claims premised on defendants’ pursuit of a better deal.
  • North Main St. Bagel Corp. v Duncan, 6 AD3d 590 (2004): Also cited in this context, indicating the court’s continued reluctance to transform hard bargaining or economically rational conduct into “wrongful means.”

B. Legal Reasoning

1) The court’s pathway to summary judgment on breach of contract and wrongful eviction

The court treated the landlords’ re-entry as primarily a contract-and-default question: Did the lease reserve a re-entry right upon rent default, and was the re-entry peaceable?

The landlords met their prima facie burden by submitting: (i) the lease clause authorizing peaceable re-entry upon nonpayment; (ii) evidence of rental arrears; (iii) evidence of an unsatisfied rent demand; and (iv) evidence the repossession was “peaceful.” With that showing, the burden shifted to plaintiffs to raise a triable issue of fact. The plaintiffs did not, so the breach and wrongful eviction theories failed as a matter of law.

Notably, the opinion does not treat “changing the locks” as inherently wrongful in the commercial setting; it treats it as potentially lawful if accomplished peaceably and contractually authorized, with default predicates established.

2) The court’s pathway to summary judgment on tortious interference with contract

The court demanded adherence to the Lama Holding elements—especially the requirement that the defendant intentionally procured the breach of a specifically identified contract with a third party. Here, the defendants established prima facie that they did not intentionally procure a breach of any specifically identified valid contract, and plaintiffs failed to rebut that showing. The court’s approach prevents interference claims from proceeding where the alleged “contract” is vague, inchoate, or not shown to have been breached due to the defendant’s intentional procurement.

3) The court’s pathway to summary judgment on prospective business relations

The court applied the “more culpable conduct” standard: absent breach of an existing contract, plaintiffs must show interference by wrongful means or that defendants acted with the sole purpose of harming plaintiffs. The court accepted defendants’ prima facie showing that no wrongful means were used and no sole-harm motive existed—particularly because the conduct aligned with ordinary economic self-interest (re-letting the premises, securing tenants, pursuing a transaction). Plaintiffs offered no evidence creating a triable fact issue under the heightened standard, so the claim failed.

C. Impact

1) Commercial landlord-tenant practice: reaffirmation and evidentiary roadmap

Nolan reinforces that, in New York, commercial landlords may still rely on peaceable self-help re-entry if the lease clearly reserves that remedy and the landlord can prove: rent default, a demand, and a nonviolent repossession. For litigators, the decision functions as a checklist for summary judgment proof: lease clause + arrears + demand + peaceful conduct.

2) Transactional and litigation consequences for restaurant/business sale disputes

The decision also signals the difficulty of re-framing a failed sale negotiation into tort claims. Plaintiffs must be prepared to identify:

  • an actual, valid, specifically identified contract (not merely negotiations), and
  • proof of intentional procurement of its breach, or, for prospective relations, independently “wrongful means.”

3) Tort doctrine: maintaining high gates for “prospective relations” claims

By reiterating Carvel Corp. v Noonan and Guard-Life Corp. v Parker Hardware Mfg. Corp., the court preserves a strong boundary between actionable interference and competitive/economically motivated conduct. Expect future defendants to rely on Nolan to argue that (i) ordinary business behavior is not “wrongful means,” and (ii) plaintiffs must produce concrete evidence of fraud, misrepresentation, threats, or comparable misconduct.

4. Complex Concepts Simplified

  • “Self-help” / “peaceable re-entry” (commercial leases): A landlord regains possession without going to court. It can be lawful in commercial settings if the lease allows it and the landlord does it without force, violence, or breach of the peace.
  • “Wrongful eviction” (in this posture): A lockout is “wrongful” if the landlord lacks the contractual/legal right or uses non-peaceable methods. If the lease authorizes peaceable re-entry for nonpayment and the landlord proves default and peaceable conduct, the claim fails.
  • Summary judgment / “prima facie” / “triable issue of fact”: Summary judgment ends a claim without trial. The moving party must first show entitlement as a matter of law (“prima facie”). The opponent must then show a real factual dispute requiring a trial (“triable issue”).
  • Tortious interference with contract: Requires an existing contract with a third party, the defendant’s knowledge, intentional procurement of a breach, an actual breach, and damages. Vague references to negotiations or unspecified agreements typically do not suffice.
  • Tortious interference with prospective business relations: Covers interference with potential future deals, but only if the defendant used “wrongful means” (e.g., fraud) or acted solely to harm the plaintiff—mere self-interested business conduct generally is not enough.
  • “Wrongful means”: Conduct independently wrongful in nature—such as fraud or threats—not simply competition or taking advantage of another party’s weakness.

5. Conclusion

Nolan v. Edison Property Investing, LLC is a forceful reaffirmation of two practical rules in New York commercial litigation. First, a commercial landlord may obtain summary judgment on breach/wrongful eviction claims where the lease reserves a right of peaceable re-entry for nonpayment and the record shows arrears, demand, and peaceable repossession—even where repossession occurs by changing locks. Second, disappointed business expectations surrounding a contemplated sale will not survive as tort claims unless plaintiffs can identify a specific breached contract intentionally procured by defendants, or—where only prospective relations are at stake—prove “wrongful means” or sole-malice conduct under the demanding Carvel/Guard-Life framework.