The Fourth Department Appellate Division has ruled against a Mayville man’s attempt to purchase back his ownership stake in the Lakeview Hotel.

David A. Cass had filed a lawsuit in state Supreme Court asking the court to require Rick Newell, owner of the Lakeview Hotel and Chautauqua Lakeview LLC, which represents a contiguous parcel to the Lakeview Hotel, to sell back David Cass’ 50% ownership stake in the business and an adjacent lot under an exclusive option agreement that was part of a 2015 contract. State Supreme Court Justice Emilio Colaiacovo issued a ruling in February 2025 dismissing one of Cass’ contentions while denying Newell’s request to dismiss three of the causes of action. Newell then appealed to the Fourth Department, which ruled in Newell’s favor recently.

At the start of the business relationship Cass and Newell each held a 50% interest in the two LLCs. In January 2015 Cass assigned his interests in the LLCs to Newell, something Cass said was done at Newell’s suggestion to get a better interest rate on bank financing.

See In February 2015, the two agreed on an option agreement that gave Cass the right and option to buy back his 50% interest in the businesses. That option was to expire at midnight Dec. 31, 020, or “so long as (defendant) shall continue to own 100% of the interests in” the LLCs. The agreement also said that when the option was terminated, Cass would have the right to extend the option for an additional five years. When Cass tried to exercise the option in November 2023, Newell responded through his attorney that the agreement was not enforceable – prompting Cass to file his original lawsuit. By that time, Newell had transferred ownership of the original LLCs to two new corporate entities.

“We agree with defendants that the fourth cause of action, alleging breach of contract, as well as the first and second causes of action, which the parties agree depend on the breach of contract cause of action, must be dismissed,” the appeals court judges wrote in their opinion. “Here the option agreement is not ambiguous, and we further conclude that defendants did not breach it.”

The appeals court found that because Cass didn’t try to exercise the option before it expired at the end of 2020, the transferring of the assets to new LLCs doesn’t matter legally. The original option agreement also did not, according to the appeals court, prohibit Newell from selling his interests in the LLCs and actually contemplated that Newell would do so as after 2020.

“We reject plaintiff’s contention – raised as an alternative ground for affirmation – that the option agreement was ambiguous and may be interpreted as giving him, in addition to the option, the ‘exclusive right’ to purchase back his interests in the LLCs, i.e. that he was the only person who could buy those interests,” the opinion states. “Plaintiff’s interpretation ‘rests on an impermissibly strained reading’ to find an ambiguity which otherwise might not be thought to exist.'”