
    [773 NE2d 496, 746 NYS2d 131]
    511 West 232nd Owners Corp. et al., Respondents, v Jennifer Realty Co. et al., Appellants.
    Argued April 25, 2002;
    decided June 11, 2002
    
      POINTS OF COUNSEL
    
      Brill & Meisel, New York City (Mark N. Axinn and Bruce A. Langer of counsel), for appellants.
    I. The court below improperly created an unprecedented implied covenant to sell unsold shares contrary to the agreement of the parties and the documentary evidence. (Matter of Sud v Sud, 211 AD2d 423; Copeland v Weyerhaeuser Co., 124 AD2d 998, 69 NY2d 944; Dalton v Educational Testing Serv., 87 NY2d 384; Murphy v American Home Prods. Corp., 58 NY2d 293; Martin v Schumacher, 52 NY2d 105; W.W.W. Assoc. v Giancontieri, 77 NY2d 157; State of New York v Home Indem. Co., 66 NY2d 669; City of Yonkers v Otis El. Co., 844 F2d 42; Matter of Primex Intl. Corp. v Wal-Mart Stores, 89 NY2d 594; Jarecki v Shung Moo Louie, 95 NY2d 665.) II. It is up to the Legislature, not the trial courts, to determine the circumstances under which a sponsor can be compelled to sell unsold shares in the absence of an explicit commitment or requirement to sell unsold shares in the plan or the subscription agreement. (Bronx Gas & Elec. Co. v Public Serv. Commn. of State of N.Y., 190 App Div 13; Pajak v Pajak, 56 NY2d 394; People v Friedman, 302 NY 75; United States v Carolene Prods. Co., 304 US 144; Modell & Co. v Minister, Elders & Deacons of Refm. Prot. Dutch Church of City of N.Y., 68 NY2d 456; Grossman v Schenker, 206 NY 466; Wood v Lucy, Lady Duff-Gordon, 222 NY 88; Miller v Schloss, 218 NY 400; Holy Props. v Cole Prods., 87 NY2d 130; Maxton Bldrs. v Lo Galbo, 68 NY2d 373.) III. The First Department’s order reinstating the contract claim dismissed by the lower court is inconsistent with Matter of Baranello v Lehrberger (212 AD2d 781 [2d Dept 1995]), which held that an owner of unsold shares has no duty to sell them. (Paikoff v Harris, 185 Misc 2d 372; Susser v 200 E. 36th Owners Corp., 262 AD2d 197.) IV. All of the causes of action in the complaint are barred by the statutes of limitations. (Yatter v William Morris Agency, 256 AD2d 260; Merine [Prudential-Bache Util. Fund] v Prudential-Bache Util. Fund, 859 F Supp 715; 196 Owners Corp. v Hampton Mgt. Co., 227 AD2d 296; Ely-Cruikshank Co. v Bank of Montreal, 81 NY2d 399; Ackerman v Price Waterhouse, 84 NY2d 535.) V. Plaintiffs lack standing to raise thinly disguised Martin Act claims, which are solely within the exclusive jurisdiction of the Attorney General to prosecute. (CPC Intl. v McKesson Corp., 70 NY2d 268; Vermeer Owners v Guterman, 78 NY2d 1114; Whitehall Tenants Corp. v Estate of Olnick, 213 AD2d 200.) VI. The causes of action in the complaint for breach of fiduciary duty and injunctive relief are redundant and recast breach of contract claims that should be dismissed. (IMO Indus. v Alvis PLC, 261 AD2d 262, 95 NY2d 767; Morgan Knitting Mills v Reeves Bros., 243 AD2d 422; Steinberg v DiGeronimo, 255 AD2d 204; Perl v Smith Barney, 230 AD2d 664, 89 NY2d 803; Manchester Equip. Co. v Panasonic Indus. Co., 141 AD2d 616.) VII. The fourth cause of action for injunctive relief should be dismissed because the remedy would impermissibly create two classes of stock. (Wapnick v Seven Park Ave. Corp., 240 AD2d 245; Susser v 200 E. 36th Owners Corp., 262 AD2d 197.)
    
      Gallet Dreyer & Berkey, LLP, New York City (Beatrice Lesser, David L. Berkey and Stanley B. Dreyer of counsel), for respondents. I.
    The finding of the court below that the sponsor had a contractual duty to dispose of the unsold units within a reasonable time must be upheld. (61 W. 62 Owners Corp. v Harkness Apt. Owners Corp., 222 AD2d 358; Susser v 200 E. 36th Owners Corp., 262 AD2d 197; Rubenstein v East Riv. Tenants Corp., 139 AD2d 451; Consarc Corp. v. Marine Midland Bank, 996 F2d 568; Atwater & Co. v Panama R.R. Co., 246 NY 519; Wood v Lucy, Lady Duff-Gordon, 222 NY 88; Grossman v Schenker, 206 NY 466; Tibbetts Contr. Corp. v O & E Contr. Co., 15 NY2d 324; Matter of Cromwell Towers Redevelopment Co. v City of Yonkers, 41 NY2d 1; Benvenuto v Rodriguez, 279 App Div 162.) II. Since the offering plan constitutes a contract, the Court may enforce plaintiffs’ common-law rights without regard to the provisions of the Martin Act, which addresses only fraud. (61 W. 62 Owners Corp. v Harkness Apt. Owners 
      
      Corp., 222 AD2d 358; Rubenstein v East Riv. Tenants Corp., 139 AD2d 451; CPC Intl. v McKesson Corp., 70 NY2d 268; 1113 8th Ave. Owners Corp. v Rivieccio, 165 AD2d 714; Board of Mgrs. of Fairways at N. Hills Condominium v Fairway at N. Hills, 193 AD2d 322; Vermeer Owners v Guterman, 78 NY2d 1114; Gilligan v Tishman Realty & Constr. Co., 283 App Div 157, 306 NY 974; Richards v Kaskel, 32 NY2d 524; Council for Owner Occupied Hous. v Abrams, 72 NY2d 553; Council for Owner Occupied Hous. v Koch, 119 Misc 2d 241, 61 NY2d 942.) III. Since the Martin Act is a remedial statute, its benefits must be spread as widely as possible to protect the persons whom it was designed to protect, and cannot be used as a sword against plaintiffs. (People v Federated Radio Corp., 244 NY 33; Council for Owner Occupied Hous. v Abrams, 72 NY2d 553; Matter of Abrams v New York State & Local Employees’ Retirement Sys., 175 Misc 2d 257; Fumarelli v Marsam Dev., 92 NY2d 298; Paikoff v Harris, 185 Misc 2d 372; Geiser v Maran, 189 Misc 2d 442; Park W. Vil. Assoc. v Nishoika, 187 Misc 2d 243; Holy Props. v Cole Prods., 87 NY2d 130; Maxton Bldrs. v Lo Galbo, 68 NY2d 373; Matter of Baranello v Lehrberger, 212 AD2d 781.) IV. The injunctive relief requested by plaintiffs does not create two classes of stock; it merely compels the sponsor to comply with its promises set forth in the offering plan. (Fe Bland v Two Trees Mgt. Co., 66 NY2d 556; Susser v 200 E. 36th Owners Corp., 262 AD2d 197.) V. All causes of action were timely brought. (61 W. 62 Owners Corp. v Harkness Apt. Owners Corp., 222 AD2d 358; Orloff Towers v Vermilya-Brown Co., 50 AD2d 740; Airco Alloys Div. v Niagara Mohawk Power Corp., 76 AD2d 68; Bulova Watch Co. v Celotex Corp., 46 NY2d 606; 196 Owners Corp. v Hampton Mgt. Co., 227 AD2d 296; Renz v Beeman, 589 F2d 735, 444 US 834; Merine [Prudential-Bache Util. Fund] v Prudential-Bache Util. Fund, 859 F Supp 715; Neufeld v Neufeld, 910 F Supp 977.)
    A. Edward Major, New York City, and Lewis C. Taishoff for Community Housing Improvement Program, Inc. and another, amici curiae.
    I. Despite the most exhaustive disclosure requirements known to New York State real estate law and practice, nowhere is there to be found any sign of the covenant created here. II. The court below reached its decision by taking one required sentence of the offering plan out of context, and, in doing so, misapplied it. III. Far from mandating sales of units, the regulatory structure of cooperative housing conversions has foreseen and provided for a substantial part of every converted building to be occupied by rental tenants. IV. For 20 years, neither the Legislature nor the Attorney General has made explicit the “covenant” the court below implied here. (Schumann v 250 Tenants Corp., 65 Misc 2d 253.) V. The order appealed from will, if sustained, make the courts the arbiters of the cooperative apartment market, for which role the courts are wholly unsuited. VI. The real complaint of respondents is sponsor failures to make required maintenance payments, which the Legislature has twice addressed. VII. The order appealed from flies in the face of the public policy of New York State, which is, and always has been, to provide rental housing and cooperative ownership side by side. (Matter of 89 Christopher v Joy, 35 NY2d 213.)
    
      Stroock & Stroock & Lavan LLP, New York City (James A. Shifren, Charles G. Moerdler, Leonard Boxer, Kevin L. Smith, Michel Evanusa and Joan S. Wharton of counsel), and Carb, Luria, Cook & Kufeld LLP for Real Estate Board of New York, Inc., amicus curiae.
    I. The Legislature has enacted a detailed and comprehensive scheme regulating cooperative conversions and has not imposed a duty to sell unsold units. (Modell & Co. v Minister, Elders & Deacons of Refm. Prot. Dutch Church of City of N.Y., 68 NY2d 456; Pajak v Pajak, 56 NY2d 394; People v Friedman, 302 NY 75; People v Coe, 71 NY2d 852; Matter of Carpenter v Board of Educ. of Locust Val. Cent. School Dist., 71 NY2d 832; Matter of Mennella v Lopez-Torres, 91 NY2d 474.) II. The parties’ contract does not support an implied obligation to sell all unsold units. (Grossman v Schenker, 206 NY 466; Wood v Lucy, Lady Duff-Gordon, 222 NY 88; Murphy v American Home Prods. Corp., 58 NY2d 293; Wieder v Skala, 80 NY2d 628; Caceci v Di Canio Constr. Corp., 72 NY2d 52; Sabetay v Sterling Drug, 69 NY2d 329; Schmidt v Magnetic Head Corp., 97 AD2d 151; Morlee Sales Corp. v Manufacturers Trust Co., 9 NY2d 16; Heard v Cuomo, 80 NY2d 684; Matter of Express Indus. & Term. Corp. v New York State Dept. of Transp., 93 NY2d 584.)
    
      Snow Becker Krauss P.C., New York City (Marc J. Luxemburg, P.C., Mark S. Borten and Alison R. Doviak of counsel), for Council of New York Cooperatives and Condominiums, amicus curiae.
    I. A conversion to cooperative ownership necessarily means that all of the apartments will be sold to resident shareholders. (Perkins v Smith, 116 NY 441; People v Reed, 265 AD2d 56; Grover v Martone, 127 Misc 2d 40; Penthouse Props. v 1158 Fifth Ave., 256 App Div 685; Weisner v 791 Park Ave. Corp., 6 NY2d 426; Rafe v Hindin, 29 AD2d 481, 23 NY2d 759; 1165 Fifth Ave. Corp. v Alger, 261 App Div 608; Matter of Lacaille v Feldman, 44 Misc 2d 370; Goldstone v Constable, 84 AD2d 519; B.S.L. One Owners Corp. v Rubenstein, 159 Misc 2d 903.) II. In order for the sponsor to cease marketing apartments and to continue to operate its unsold units as rentals, it had to fully disclose what it would do, and the effects thereof, in the plan. (Phoenix Tenants Assn. v 6465 Realty Co., 119 AD2d 427; Telemark Constr. v Greenberg, 205 AD2d 438; Galuth Realty Corp. v Greenfield, 103 AD2d 819; Friedman v State of New York, 242 App Div 314.) III. The General Business Law cannot be interpreted to give sponsors a back door method of escaping rent stabilization. (Penthouse Props. v 1158 Fifth Ave., 256 App Div 685.) IV. The obligation to complete the conversion is a continuing obligation so that the statute of limitations continues to accrue. (Webster’s Red Seal Publs. v Gilberton World-Wide Publs., 67 AD2d 339; Airco Alloys Div. v Niagara Mohawk Power Corp., 76 AD2d 68; Millard v Millard, 87 Misc 2d 477; 509 Sixth Ave. Corp. v New York City Tr. Auth., 15 NY2d 48.) V. The cooperative has standing to enforce the offering plan and the Court can enforce a remedy. (305 E. 24th Owners Corp. v Parman Co., 69 NY2d 991; Rubenstein v East Riv. Tenants Corp., 139 AD2d 451; Board of Mgrs. of Acorn Ponds at N. Hills Condominium I v Long Pond Invs., 233 AD2d 472; Board of Mgrs. ofVil. House v Frazier, 81 AD2d 760, 55 NY2d 991; CPC Intl. v McKesson Corp., 70 NY2d 268.)
    
      Eliot Spitzer, Attorney General, New York City (David Axinn, Caitlin J. Halligan, Daniel Smirlock and Eric R. Dinallo of counsel), for Attorney General of the State of New York, amicus curiae.
    I. A cooperative offering plan may give rise to a breach of contract action. (CPC Intl. v McKesson, 70 NY2d 268; Lex Tenants Corp. v Gramercy N. Assoc., 244 AD2d 199; 885 W.E. Residents Corp. v Coronet Props. Co., 220 AD2d 305; Board of Mgrs. v Bayberry Greens Condominium v Bayberry Greens Assoc., 174 AD2d 595; Baranello v Lehrberger, 212 AD2d 781; Vermeer Owners v Guterman, 78 NY2d 1114; Whitehall Tenants Corp. v Estate of Olnick, 213 AD2d 200; Paikoff v Harris, 85 Misc 2d 372.) II. The Attorney General may prosecute a sponsor for failure to sell unsold shares within a reasonable time under the Martin Act.
   OPINION OF THE COURT

Rosenblatt, J.

Pursuant to the Martin Act (General Business Law article 23-A), the owner of an apartment building may sponsor an offering plan to convert the building into a cooperative. Such conversions are subject to a complex statutory and regulatory scheme that governs the form and content of public offerings, public disclosure, advertising and criteria for determining when such a conversion becomes effective. On this appeal, plaintiffs (the board of directors of the cooperative corporation and a number of individual shareholders and proprietary lessees) allege that the sponsor breached its contracts with them by retaining most of the shares in the cooperative after the effective date of the conversion. The central question before us is whether plaintiffs have sufficiently pleaded a cause of action for breach of contract. We conclude that they have. The complaint recites that in 1974, defendant Arthur Wiener acquired the subject 66-unit rent-regulated apartment building located at 511 West 232nd Street in The Bronx and transferred it to codefendant Jennifer Realty Co., a partnership in which Wiener and his named codefendants are principals. (We refer to defendants collectively as the sponsor.) Having obtained permission from the Attorney General in 1987 to convert to a cooperatively-owned building under a noneviction plan, the sponsor began accepting offers for shares. After receiving offers for 15% of the shares (a prerequisite under the Martin Act for effectuating a noneviction conversion), the sponsor filed documentation with the Attorney General declaring the offering plan effective as of May 16, 1988 (see General Business Law § 352-eeee [1] [b]; [2] [c] [i]; 13 NYCRR 18.3 [r] [1]). The sponsor then incorporated 511 West 232nd Owners Corp. (the Co-op Board), sold the building to the Co-op Board and acquired the as-yet unsold shares.

It is undisputed that the sponsor has sold no shares since 1990. Instead, the sponsor has kept more than 62% of shares in the building, corresponding to 41 of the 66 apartments. Moreover, in 1996 the sponsor ceased updating its offering plan, causing it to lapse. As a result, the sponsor was prohibited from selling or marketing shares (see General Business Law § 352-e [2], [5]; 13 NYCRR 18.3 [r] [11]; [w] [11]). According to the complaint, in 1998 the tenant-owners learned that the sponsor had rejected bona fide purchase offers from prospective purchasers of vacant apartments.

The tenant-owners and the Co-op Board brought this action against the sponsor, asserting that the sponsor had breached its contractual duty to dispose of all its shares within a reasonable time. The sponsor moved to dismiss, asserting a defense founded upon documentary evidence (see CPLR 3211 [a] [1]). In deciding the motion, Supreme Court dismissed the contract claim, finding that the offering plan contained no promise by the sponsor to sell unsold shares within any particular time frame. The Appellate Division reinstated the contract cause of action, holding that the sponsor’s offering plan included an implied promise to sell all unsold units within a reasonable time (285 AD2d 244 [2001]). The Appellate Division then granted the sponsor leave to appeal and certified the question, “Was the order of this Court, which modified the order of the Supreme Court, properly made?” (287 AD2d 947 [2001].)

We hold that plaintiffs have pleaded a cause of action for breach of contract sufficient to survive dismissal under CPLR 3211, and affirm the order of the Appellate Division. Our analysis, however, differs from the Appellate Division’s in that we address only the sufficiency of the contract cause of action as opposed to its merits.

In the posture of defendants’ CPLR 3211 motion to dismiss, our task is to determine whether plaintiffs’ pleadings state a cause of action. The motion must be denied if from the pleadings’ four corners “factual allegations are discerned which taken together manifest any cause of action cognizable at law” (Polonetsky v Better Homes Depot, 97 NY2d 46, 54 [2001], quoting Guggenheimer v Ginzburg, 43 NY2d 268, 275 [1977]). In furtherance of this task, we liberally construe the complaint (see e.g. Leon v Martinez, 84 NY2d 83, 87 [1994]; CPLR 3026), and accept as true the facts alleged in the complaint and any submissions in opposition to the dismissal motion (see Sokoloff v Harriman Estates Dev. Corp., 96 NY2d 409, 414 [2001] [collecting cases]; Wieder v Skala, 80 NY2d 628, 631 [1992]). We also accord plaintiffs the benefit of every possible favorable inference (see Sokoloff, 96 NY2d at 414). Dismissal under CPLR 3211 (a) (1) is warranted “only if the documentary evidence submitted conclusively establishes a defense to the asserted claims as a matter of law” (Leon, 84 NY2d at 88; see generally Siegel, NY Prac § 269, at 428 [3d ed]).

Based on the foregoing principles, we conclude that plaintiffs’ complaint sufficiently alleged, at a minimum, that the sponsor undertook a duty in good faith to timely sell so many shares in the building as necessary to create a fully viable cooperative. The complaint asserts that the sponsor — by its initial offering plan and each of its 10 periodic amendments — offered for sale the shares in the cooperative corresponding to its 66 apartments, but instead retained a majority of those shares. The complaint narrates that the sponsor had represented that its expected profits would depend on market conditions and the length of time required to sell shares offered under the offering plan, but gave no hint that it would make a sizeable profit by retaining a majority of those shares and leasing apartments at market rates, free of the strictures of rent regulation. Similarly, the complaint states that the offering plan cautioned purchasers as to numerous investment risks, but did not mention the risk that the sponsor would keep most of the shares for itself. Based primarily on these allegations, plaintiffs assert that the parties could not have intended — and plaintiffs could not reasonably anticipate — that the sponsor would retain a majority of shares in the cooperative.

Moreover, the complaint alleges that by keeping a majority of shares, the sponsor defeated the purpose of the contract. Plaintiffs assert that by rejecting offers from prospective buyers and allowing its offering plan to lapse, the sponsor frustrated plaintiffs’ ability to resell their shares, interfered with the Co-op Board’s refinancing of the building’s mortgage and caused shareholders’ maintenance payments to increase. The complaint elaborates on how the sponsor’s retention of a majority of shares discouraged private lenders from offering reasonable financing terms (insisting instead on higher interest rates and shorter maturity dates), and that these financing difficulties impaired the tenant-owners’ ability to resell their apartments at market rates. The complaint also claims that because most of the apartments are still rented rather than owner-occupied, many transient tenants live in the building, causing it increased wear and tear and thus forcing the Co-op Board to charge even higher monthly maintenance fees. Finally, the complaint avers that as former rent-regulated tenants, plaintiffs surrendered their rights pursuant to the Rent Stabilization Code by purchasing shares, but now pay more in monthly maintenance and cooperative loan payments than they had paid in rent as tenants. In sum, plaintiffs allege that the sponsor’s retention of shares so drastically undermined the contract that its fundamental objective — the creation of a viable cooperative — has been subverted.

Because the sponsor’s documentary evidence does not clearly refute these assertions, and particularly in light of the sponsor’s duty imposed by the Attorney General not to abandon the offering plan after filing an effectiveness amendment (see 13 NYCRR 18.3 [r] [11]), we conclude that defendants’ CPLR 3211 motion to dismiss must fail.

In New York, all contracts imply a covenant of good faith and fair dealing in the course of performance (see e.g. Smith v General Acc. Ins. Co., 91 NY2d 648, 652-653 [1998]; Dalton v Educational Testing Serv., 87 NY2d 384, 389 [1995]; Van Valkenburgh, Nooger & Neville v Hayden Publ. Co., 30 NY2d 34, 45, rearg denied 30 NY2d 880, cert denied 409 US 875 [1972]). This covenant embraces a pledge that “neither party shall do anything which will have the effect of destroying or injuring the right of the other party to receive the fruits of the contract” (Dalton, 87 NY2d at 389, quoting Kirke La Shelle Co. v Armstrong Co., 263 NY 79, 87 [1933]). While the duties of good faith and fair dealing do not imply obligations “inconsistent with other terms of the contractual relationship” (Murphy v American Home Prods. Corp., 58 NY2d 293, 304 [1983]), they do encompass “any promises which a reasonable person in the position of the promisee would be justified in understanding were included” (Rowe v Great Atl. & Pac. Tea Co., 46 NY2d 62, 69 [1978], quoting 5 Williston, Contracts § 1293, at 3682 [rev ed 1937]). This is particularly true in cooperative conversions, whose sponsors must meet “high standards of fair dealing and good faith toward tenants” because “purchasing tenants and sponsors do not deal as equals either in terms of access to information or business acumen and thus, tenants often lack equal bargaining power” (Vermeer Owners v Guterman, 78 NY2d 1114, 1116 [1991] [collecting cases]).

By spelling out the basis for their claim that the sponsor failed to exercise good faith and deal fairly in fulfilling the terms and promises contemplated by the offering plan, plaintiffs pleaded a valid cause of action for breach of contract. Specifically, plaintiffs pleaded that they reasonably understood the offering plan to state a duty, at the very least, to sell a sufficient number of shares in a timely manner so as to create a viable cooperative. We emphasize, however, that we address only the sufficiency of the contract cause of action and not its merits. We note that the Appellate Division went so far as to hold that the sponsor had undertaken a duty to dispose of the units within a reasonable time. The Court thus decided that issue and left open only the question of whether the sponsor’s 10-year delay was reasonable. At this preanswer stage of the litigation, we need not reach the merits of plaintiffs’ contract cause of action and therefore do not address the issue of whether, as alleged, the sponsor impliedly promised to sell all its unsold shares. We hold only that plaintiffs’ contract cause of action withstands the sponsor’s CPLR 3211 motion to dismiss.

We have reviewed defendants’ remaining contentions and find them without merit.

Accordingly, the order of the Appellate Division, insofar as appealed from, should be affirmed, with costs, and the certified question answered in the affirmative.

Chief Judge Kaye and Judges Smith, Levine, Ciparick, Wesley and Graffeo concur.

Order, insofar as appealed from, affirmed, etc. 
      
      . See generally General Business Law §§ 352-e — 352-eeee; 13 NYCRR part 18; Goldsmith, “Real Estate Financing,” Practice Commentaries, McKinney’s Cons Laws of NY, Book 19, General Business Law art 23-A, at 89-116; Levinson, Real Estate Investments, Public Offerings, and the New York Real Estate Syndicate Act (57 St. John’s L Rev 662 [1983]); Maccaro, Cooperative Conversions and Apartment Warehousing (63 NY St B J 30 [1991]).
     
      
      . Noneviction plans prohibit sponsors from evicting tenants merely because they refused to purchase shares in the cooperative (see General Business Law § 352-eeee [2] [c] [ii]). By contrast, an “eviction plan” allows the sponsor to evict certain nonpurchasing tenants after the plan becomes effective (see General Business Law § 352-eeee [2] [d] [ii]- [iii]).
     
      
      . [2] At the outset, we note a jurisdictional limitation on the scope of this appeal. Plaintiffs and plaintiffs’ amici, including the Attorney General, argue that the Attorney General does not have exclusive jurisdiction to prosecute Martin Act violations and that the Appellate Division erred in holding that plaintiffs had no standing to prosecute their fraud causes of action. Plaintiffs also argue that the Appellate Division wrongly dismissed the complaint’s fraud claims as duplicative of the contract claims. These issues are beyond this Court’s review because plaintiffs failed to cross-move for leave to appeal. We will generally deny affirmative relief to a nonmoving party (see Hecht v City of New York, 60 NY2d 57, 61-62 [1983]), even where the Appellate Division broadly certifies the propriety of its order for review by this Court (see Graubard Mollen Dannett & Horowitz v Moskovitz, 86 NY2d 112, 118 and n 2 [1995]). An exception exists only for cases where granting relief to a nonappealing party is necessary to give meaningful relief to the appealing party (see Cover v Cohen, 61 NY2d 261, 277-278 [1984]; Hecht, 60 NY2d at 62).
     