## Facts

- A laundry-machine operator entered a written 10-year agreement with the then-owner of an apartment complex granting the operator the exclusive right to install and maintain coin-operated laundry machines, with revenue sharing to the owner.
- The agreement stated it would bind heirs, successors, and assigns, and that the operator’s rights would not be disturbed by foreclosure or changes in ownership.
- The original owner later transferred the property to a bank in lieu of foreclosure; the bank then conveyed the property to new purchasers.
- During the purchasers’ negotiations, the bank advised there was no existing agreement concerning the laundry machines.
- After acquiring the property, the purchasers demanded in writing that the operator remove the machines; the operator refused.
- The operator sued for injunctive relief to prevent removal during the remaining contract term and sought a preliminary injunction.
- The trial court granted a preliminary injunction and denied the purchasers’ cross-motion to dismiss; the purchasers appealed.

## Issues

1. Whether the complaint stated a contract claim against subsequent purchasers of real property when they did not expressly assume duties under a prior bilateral contract affecting the property.
2. Whether the laundry-machine agreement created an easement or leasehold interest running with the land, or instead created a personal license not binding on successors.

## Decision

- The appellate court reversed the order granting a preliminary injunction and denying dismissal.
- The court held the complaint failed to allege a viable contract cause of action against the purchasers because they did not expressly assume the contract’s duties.
- The court held the agreement was a license, not a lease or easement, because it did not grant exclusive possession and control of a definite space.
- The court denied the operator’s request for preliminary injunctive relief and granted the purchasers’ motion to dismiss.

## Legal Principles

- An assignee or successor to rights under a bilateral contract is not obligated to perform the contract’s duties absent an express assumption of those duties.
- A license confers a personal privilege to use land for specific acts without transferring any interest in the land; it generally does not bind subsequent owners.
- An easement is an interest in land, typically created by grant or prescription, and a written grant must describe the land burdened with reasonable certainty.
- A purchaser is not bound to a predecessor’s license agreement merely because the purchaser knew of it or may have received incidental benefits from its continuation.

## Conclusion

The court held that successor owners of the apartment complex had no contractual obligations to the laundry-machine operator absent an express assumption, and that the operator’s agreement created only a nontransferable license rather than a leasehold or easement running with the land; accordingly, injunctive relief was improper and the complaint was dismissed.


Todd v. Krolick, 96 A.D.2d 695, 466 N.Y.S.2d 788 (N.Y. App. Div. 3d Dep't 1983)