Intervenor-defendant Soho's cross claims against defendants-respondents seeking to enforce an alleged agreement by defendant-respondent MTM Associates (MTM) to sell the real property leased to Soho were correctly dismissed. The correspondence between the parties reflects, at most, an intent to conduct further negotiations and not to be bound until the negotiations had culminated in the execution of a formal contract. Since no such formal writing was ever executed, no binding contract came into being (see, Scheck v. Francis, 26 N.Y.2d 466, 469-470; LaRuffa v. Fleet Bank, 260 A.D.2d 299). The notice MTM sent to former plaintiff Kalimian, purporting to trigger Kalimian's right of first refusal as to the property, did not constitute evidence that the parties had entered into an agreement, since such notice stated only that an offer to purchase the property had been received (see, Stark v. Brooklyn Union Gas Co., 15 Misc.2d 50, 52). Further, defendants-respondents ' pleadings in this action do not contain any judicial admission that MTM and Soho entered into a contract for the sale of the property.
Even if the time in which to exercise the right of first refusal otherwise would not have expired as of the date on which MA purported to exercise it, it had reverted to dormancy by reason of MTM's decision not to proceed with the proposed sale of the property to Soho (see, LIN Broadcasting Corp. v. Metromedia, Inc., 74 N.Y.2d 54, 56-57; Shapiro v. Othmer, 172 Misc.2d 231, 234). We therefore affirm the grant of summary judgment dismissing MA's amended complaint to the extent based on the assigned right of first refusal.
THIS CONSTITUTES THE DECISION AND ORDER OF SUPREME COURT, APPELLATE DIVISION, FIRST DEPARTMENT.